FOR IMMEDIATE RELEASE
CONTACT: James S. Bury, Chief Financial Officer Daniel M. Junius or
PremiumWear, Inc. Timothy D. Althof
Phone: 612-979-1700, ext. 5034 New England Business Service
Web site: www.premiumwear.com Phone: 978-448-6111
PREMIUMWEAR, INC. AGREES TO BE ACQUIRED BY
NEW ENGLAND BUSINESS SERVICE, INC.
MINNETONKA, MINN., MAY 30, 2000 - PremiumWear, Inc. (Nasdaq:WEAR) and
New England Business Service, Inc. (NYSE:NEB) announced today that the companies
have signed a definitive agreement under which New England Business Service will
acquire all outstanding shares of PremiumWear stock for $13.50 per share,
payable in cash. New England Business Service (NEBS) supplies a wide variety of
business products and services to 2.5 million small businesses in the United
States, Canada, France and the United Kingdom.
In accordance with the terms of the agreement, a subsidiary of NEBS
will commence a tender offer for all of the outstanding shares of PremiumWear
common stock at $13.50 per share in cash by no later than June 9, 2000. The
tender offer will be subject to at least a majority of the outstanding
PremiumWear shares, on a fully diluted basis, being validly tendered and not
withdrawn. The tender offer will also be subject to regulatory approvals and
other customary conditions. Any shares not acquired in the tender offer will be
acquired at $13.50 per share in cash in a subsequent merger. PremiumWear and
NEBS expect that the transaction will be consummated in early July.
The transaction is valued at approximately $40 million, based on the
current number of outstanding shares and options of PremiumWear common stock,
and NEBS's assumption of approximately $2.2 million in existing PremiumWear
debt.
Thomas D. Gleason, Chairman of PremiumWear's Board of Directors,
commented, "PremiumWear is pleased to be joining forces with New England
Business Service. Our Board of Directors believes the transaction is fair to our
shareholders and, furthermore, will capitalize on the unique strengths of both
companies in the marketplace."
Commenting on the merger, PremiumWear President and CEO, David E. Berg
said, "Our merger with NEBS offers tremendous synergy. PremiumWear immediately
becomes an internal source for NEBS's growing work wear business. We believe our
design, procurement, embroidery and fulfillment capabilities will strengthen
NEBS's offering in this product area. For PremiumWear, NEBS offers access to the
financial and technological resources that should provide additional growth
opportunities, improve efficiencies, and enhance customer service. We truly
believe the merger will benefit PremiumWear customers and employees, while
providing an immediate return to our shareholders."
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PREMIUMWEAR-NEBS MERGER/PAGE 2
Robert J. Murray, NEBS Chairman and CEO, commented, "During the past
two years we have experienced strong growth in our work wear business, and the
acquisition of PremiumWear, a leading supplier of promotional apparel, provides
us with an internal source for high-quality work wear. We believe one of the
keys to this transaction is the PremiumWear management team, which will continue
to grow their current business without disruption while also providing expertise
for NEBS's growing work wear business."
Investors and security holders are strongly advised to read both the
tender offer statement and the solicitation/recommendation statement regarding
the tender offer referred to in this press release, when they become available,
because they will contain important information. The tender offer statement will
be filed by New England Business Service with the Securities and Exchange
Commission (SEC), and the solicitation/recommendation statement will be filed by
PremiumWear with the SEC. Investors and security holders may obtain a free copy
of these statements (when available) and other documents filed by New England
Business Service and PremiumWear at the SEC's web site at www.sec.gov. The
tender offer statement and related materials may be obtained for free by
directing such requests to New England Business Service Investor Relations. The
solicitation/recommendation statement and such other documents may be obtained
by directing such requests to PremiumWear Investor Relations.
PremiumWear, Inc., based in Minnetonka, Minn., designs, sources and
markets knit and woven shirts and other apparel and accessories to the
promotional products/advertising specialty industry (PPAI/ASI) and to golf pro
and resort shops. PremiumWear's products are marketed under its Page & Tuttle(R)
and Pickering brands and the licensed Munsingwear(R) and Field & Stream(R)
brands. The Company markets on a commission basis additional, complementary
branded products to the promotional products/advertising specialty industry.
These branded product lines include: California Outerwear, Burk's Bay(TM)
leather outerwear and accessories, Winona Knitting Mills sweaters, CROAKIES(R)
eyewear restraints and other accessories, and Softspikes(R) golf accessories.
New England Business Service, Inc. is a leading supplier of business
forms and other products and services to 2.5 million active small business
customers in the United States, Canada, the United Kingdom and France. NEBS's
products and services are marketed through direct mail, telesales, dealers and
the Internet.
This report contains "forward-looking statements" made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995
which reflect management's current expectations or beliefs. There are certain
important factors that could cause results to differ materially from those
anticipated by some of the statements made, as listed in the Management's
Discussion and Analysis section of the Company's 1999 Annual Report to
Shareholders and its quarterly reports filed with the SEC on Form 10-Q.
PremiumWear and New England Business Service are not responsible for
updating the information contained in this press release beyond the published
date, nor for changes made to this document by wire services or Internet service
providers.
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