May 30, 2000
FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT:
DANIEL M. JUNIUS OR
TIMOTHY D. ALTHOF AT (978) 448-6111 (NEBS)
OR
JAMES S. BURY AT 612-979-1700 (PREMIUMWEAR)
NEW ENGLAND BUSINESS SERVICE, INC.
ANNOUNCES AGREEMENT TO ACQUIRE PREMIUMWEAR
GROTON, MA - May 30, 2000 - New England Business Service, Inc. (NYSE: NEB)
today announced that it has signed a definitive agreement to acquire
PremiumWear, Inc. (Nasdaq: WEAR), a designer and marketer of knit and woven
shirts and other apparel and accessories to the promotional
products/advertising specialty industry. PremiumWear has reported trailing
twelve months revenues of $52 million through its first quarter ended April
1, 2000.
Under the terms of the agreement, NEBS will offer to acquire all of the
outstanding shares of PremiumWear common stock for $13.50 per share in
cash, and will assume approximately $2.2 million in debt, bringing the
total transaction value to approximately $40 million.
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 not 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not withdrawn.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.
Mr. Robert J. Murray, NEBS Chairman and CEO, stated, "The acquisition of
PremiumWear will further enhance NEBS growing position as a marketer and
supplier of personalized work clothing and promotional apparel to small
businesses. Over the past two years we have established that there is
substantial demand for these products in our markets. The acquisition of
PremiumWear provides us with an internal source of supply for high quality
personalized apparel, ensuring that we will be able to maintain NEBS very
high standards for delivery and customer satisfaction. Further,
PremiumWear's strong management team brings important expertise to NEBS in
the promotional clothing sector, enhancing the organization NEBS currently
has in place."
Mr. Thomas D. Gleason, Chairman of PremiumWear, Inc. commented,
"PremiumWear is pleased to be joining forces with New England Business
Service, Inc. We believe this combination will capitalize on the unique
strengths of both companies. In particular, we see significant new
opportunities for promotional clothing in the small business marketplace
which NEBS broadly serves." Mr. David E. Berg, President and CEO of
PremiumWear added, "PremiumWear has sustainable revenue growth in the
15-20% range in our existing channels, and we believe this rate can be
substantially increased with NEBS marketing capabilities and access to its
2.5 million small business customers. We share NEBS dedication to quality
and customer service, and are excited about the potential of this
partnership."
New England Business Service, Inc. is a leading business-to-business
provider with 2.5 million active small business customers in the United
States, Canada, the United Kingdom and France. NEBS supplies a wide variety
of business products and services which are marketed through direct mail,
telesales, a direct sales force, dealers and the Internet. More information
about New England Business Service, Inc. is available at its Web site at
http://www.nebs.com.
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. PremiumWear 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. More information about
PremiumWear, Inc. is available at its Web site at
http://www.premiumwear.com.
This press release contains forward-looking statements, including
expectations for future revenue and profit performance arising from the
acquisition of PremiumWear, Inc. These forward-looking statements reflect
NEBS current expectations. There can be no assurance that NEBS actual
results will not differ materially from those expressed or implied by these
statements due to various risks and uncertainties, including the possible
inability to complete the PremiumWear acquisition, the risks and
uncertainties associated with successfully integrating the two companies
and retaining key personnel, NEBS limited experience in selling and
marketing promotional apparel, the presence of larger and more experienced
competitors in apparel, and other factors described in NEBS Annual Report
on Form 10-K for the fiscal year ended June 26, 1999, and Quarterly Report
on Form 10-Q for the quarter ended March 25, 2000, and in PremiumWear's
Annual Report on Form 10-K for the fiscal year ended January 1, 2000, and
Quarterly Report on Form 10-Q for the quarter ended April 1, 2000 on file
with the Securities and Exchange Commission.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of PremiumWear. At the time the offer is commenced,
each PremiumWear stockholder will receive a written offer to purchase
shares. That document will contain important information and should be read
carefully. New England Business Service, Inc. will also file a tender offer
statement with the Securities and Exchange Commission. That statement will
contain the offer to purchase along with other important information. All
documents filed with the Securities and Exchange Commission can be examined
free of charge at its web site (http://www.sec.gov) and will also be made
available free of charge from New England Business Service, Inc.
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