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EXHIBIT 99.1(a)
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.
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 and 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
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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
