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EXHIBIT 99.1
BI Incorporated
6400 Lookout Road
Boulder, CO 80301
Web Site: http://www.bi.com
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Nasdaq: BIAC
AT THE COMPANY:
Jackie Chamberlin David Hunter
Chief Financial Officer President & CEO
(303) 218-1000 303-218-1000
FOR IMMEDIATE RELEASE
FRIDAY, AUGUST 11, 2000
BI ENTERS MERGER AGREEMENT WITH KOHLBERG & COMPANY, L.L.C.
Boulder, Colorado, August 11, 2000 -- BI Incorporated (NASDAQ: BIAC), a leading
provider of integrated technology systems and treatment services for community-
based corrections, today announced that it has entered into a definitive merger
agreement providing for the acquisition of the Company by an investor group led
by Kohlberg & Company, L.L.C., a private merchant banking firm with offices in
Mount Kisco, NY and Palo Alto, CA. Under the terms of the merger agreement,
KBII Acquisition Company, a company formed by the investor group, will acquire
all the outstanding shares of common stock of the Company for $8.25 per share in
cash, for a total transaction cost of approximately $85 million including the
assumption of debt. Under the terms of the merger agreement, KBII Acquisition
Company will commence as promptly as practicable a tender offer for all the
outstanding shares of common stock of the Company. KBII Acquisition Company has
received executed commitment letters, subject to certain customary provisions,
which provide for sufficient funds to consummate the transactions.
The Company's Board of Directors has unanimously approved the agreement after
receiving the unanimous recommendation of a Special Committee of independent
members of the Board which had been formed to consider the proposal and intends
to recommend to the Company's shareholders that they tender their shares. The
Board has exempted the transaction from its rights plan. SunTrust Equitable
Securities has rendered to the Special Committee of the Board of Directors its
opinion, that the consideration to be paid to the holders of the Company's
common stock is fair from a financial point of view.
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Jeremy Kendall, Chairman of the Company's Board of Directors, stated, "I am
pleased that the process of seeking to improve shareholder value has resulted in
a transaction with a price that reflects a premium of over 100% to the recent
closing price of our stock."
David Hunter, President of the Company, noted: "All of us in the management of
BI are pleased that the Company will continue as an independent entity with 100%
of its focus in corrections. Our new association with Kohlberg & Company
affords us a tremendous opportunity to continue, and indeed expand the
relationships we have with our customers and to increase our business internally
and externally."
Certain information above contains forward-looking statements that involve risk
and uncertainties as defined in the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Management believes that its
expectations are based on reasonable assumptions. However, no assurances can be
given that its goals will be achieved and investors are cautioned that such
forward-looking statements involve risk and uncertainties. It should be noted
that the earnings history of the Company has not been consistent year to year.
Factors that could cause actual results to differ materially include, but are
not limited to: fluctuations due to timing of award of government contracts;
pricing pressures; change in federal, state and local regulations; liability in
excess of insurance coverage; new product introductions by competitors or
unexpected delays of new product introductions by the Company; raw material
availability; changes in telecommunications regulations or technologies; or the
loss of a material contract through lack of appropriations or otherwise.
Moreover, other risk factors described in the Company's period filings with the
Securities and Exchange Commission could cause actual results to differ from
those anticipated in forward-looking statements contained herein.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF THE COMPANY. AT THE TIME THE OFFER IS COMMENCED, THE
ACQUIRING ENTITY WILL FILE A TENDER OFFER STATEMENT AND THE COMPANY WILL FILE A
SOLICITATION/RECOMMENDATION STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION WITH RESPECT TO THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN
OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION
WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER. THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN
OTHER OFFER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT,
WILL BE MADE AVAILABLE TO ALL SHAREHOLDERS OF THE COMPANY, AT NO EXPENSE TO
THEM. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED
LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION)
AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE AT NO
CHARGE AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV.
