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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
LINDBERG CORPORATION
(Name of Subject Company)
LINDBERG CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
5351 71 102
(CUSIP Number of Class of Securities)
Leo Thompson
President and Chief Executive Officer
Lindberg Corporation
6133 North River Road, Suite 700
Rosemont, Illinois 60018
(847) 823-2021
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communication on Behalf of the
Person(s) Filing Statement).
With a Copy to:
John H Bitner, Esq.
Bell, Boyd & Lloyd LLC
Three First National Plaza, Suite 3300
Chicago, Illinois 60602-4207
(312) 807-4306
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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On December 13, 2000 Lindberg Corporation and Bodycote International
plc issued a press release containing the following text:
FOR IMMEDIATE RELEASE:
LINDBERG CORPORATION TO BE ACQUIRED
BY BODYCOTE INTERNATIONAL PLC
December 13, 2000, Cheshire, England and Rosemont, Illinois - Bodycote
International plc (LSE:BOY) and Lindberg Corporation (NASDAQ:LIND) announced
today a definitive merger agreement under which Bodycote will acquire Lindberg
for $18.125 per share in cash, for a total fully-diluted equity value of $112.8
million. In addition, Bodycote will assume Lindberg's debt, bringing the total
value of the transaction to more than $164.0 million.
Under the terms of the merger agreement, a wholly owned subsidiary of
Bodycote will commence a tender offer for all outstanding shares of Lindberg's
stock at a price of $18.125 per share in cash. The tender offer is expected to
commence within a week. Any shares not purchased pursuant to the tender offer
will be acquired in a merger at the same $18.125 per share cash price as soon as
practicable after completion of the tender offer. The transaction has been
approved by the boards of directors of both Lindberg and Bodycote.
In connection with the execution of the merger agreement, Bodycote
entered into a tender agreement with certain stockholders of Lindberg, who
collectively own 18% of the outstanding shares, pursuant to which those
stockholders agreed, among other things, to tender their shares in the offer.
Completion of the tender offer is subject to customary conditions,
including the acquisition by Bodycote of a majority of Lindberg's common
shares on a fully diluted basis and the expiration of applicable waiting
periods under the Hart-Scott-Rodino Act.
Bodycote operates in the field of materials technology and metal
processing, with principal areas of operation including heat treatment, hot
isostatic pressing, materials testing and metallurgical coatings. Bodycote's
heat treatment division currently has 119 plants in 16 countries around the
world, of which 22 are in North America. The division has benefited from the
growth in the commercial heat treatment market in the UK and the rest of Europe.
Lindberg is the largest commercial heat treater in North America, with
operations in the United States and in Mexico. Lindberg serves more than 10,000
customers in a range of industries including: aerospace, automotive, oil field
equipment, consumer products, agricultural equipment, heavy truck, construction,
defense and machine tool markets.
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Bodycote's financial advisor in the transaction was Dresdner Kleinwort
Benson and its external legal counsel was Jones, Day, Reavis & Pogue. Lindberg's
financial advisor in the transaction was Credit Suisse First Boston and its
external legal counsel was Bell, Boyd & Lloyd LLC.
* * * * * *
Bodycote intends to file an Offer to Purchase and a Letter of
Transmittal with the U.S. Securities and Exchange Commission relating to
Bodycote's offer to purchase all outstanding shares of common stock of Lindberg.
All Lindberg stockholders are strongly advised to read the Offer to Purchase and
Letter of Transmittal and the related solicitation/recommendation statement that
Lindberg intends to file with the SEC when they are available because they
contain important information relating to the offer. These documents will be
available at no charge on the SEC's Website at http:\\www.sec.gov and may be
obtained for free from MacKenzie Partners, Inc. by calling (800) 322-2885. The
tender offer will be made solely by the Offer to Purchase and the related Letter
of Transmittal to be disseminated upon the commencement of the tender offer.
Contacts: Lindberg Corporation,
Steve Penley, 847-823-2021
Leo Thompson, 847-823-2021
Bodycote International plc,
Martyn Wilton, 978-470-1620
John Hubbard, 214-904-2420
