EXHIBIT 99.2
Contacts: Kenneth J. Zak - Investor Relations
(313) 792-6386
Kurt Ruecke - Media Inquiries
(313) 792-6972
FOR IMMEDIATE RELEASE
MASCOTECH, INC. AGREES TO BE ACQUIRED
BY INVESTOR GROUP LED BY HEARTLAND
INDUSTRIAL PARTNERS
Taylor, Michigan, (August 2, 2000) - MascoTech, Inc. (NYSE:MSX) announced today
that it entered into a definitive agreement with an affiliate of Heartland
Industrial Partners, L.P. which will result in a merger between MascoTech and
the Heartland affiliate. The value of the recapitalization transaction,
including the assumption of debt, is estimated to exceed $2 billion. Under the
terms of the agreement, each public stockholder of MascoTech is expected to
receive in excess of $17 in cash per share.
The agreement provides for a cash payment at the closing of $16.90 per share
plus an additional amount based upon proceeds realized on the disposition of
certain non-operating assets, currently anticipated to result in an aggregate
per share payment of between $17 and $18. To the extent the disposition of the
non-operating assets is not completed prior to the closing, proceeds from any
subsequent disposition will be distributed to stockholders after the
disposition is completed.
Masco Corporation, MascoTech's Chairman, Richard A. Manoogian (and a related
affiliate), and other members of management will retain an equity stake of
approximately 20% in the new company after the recapitalization.
The MascoTech Board of Directors, upon the unanimous recommendation of a
Special Committee of independent directors, has approved the agreement. The
Board of Directors was advised by Salomon Smith Barney. The Special Committee
was advised by McDonald Investments Inc. and Dykema Gossett PLLC, special legal
counsel.
The merger is subject to certain conditions including the completion of
financing and the approval by a majority of the public stockholders of
MascoTech other than Masco Corporation, Mr. Manoogian and his related
affiliate. The Chase Manhattan Bank has provided financing commitments for
aggregate senior debt and receivables financing of approximately $1.5 billion.
Heartland is being joined in the transaction by CSFB Private Equity and several
other co-investors which are limited partners in Heartland's fund.
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Mr. Manoogian said that he believes the transaction "maximizes value for our
shareholders and creates enhanced opportunities for our business and our
employees."
"Heartland is an ideal investor for MascoTech," Manoogian stated. "Our
association with Heartland will increase MascoTech's access to the capital
needed to finance our growth opportunities, further solidifying our customer
relationships."
"MascoTech is an excellent candidate for our buy and build investment
strategy," said David Stockman, Senior Managing Director of Heartland. "The
company has world class assets, great people and exceptionally strong market
positions in each of its major business segments."
"MascoTech is a platform with extensive and compelling opportunities for
private equity to finance both acquisitions and internal growth," added Timothy
Leuliette, another Heartland Senior Managing Director.
Manoogian and Stockman added, "We fully understand and appreciate the
importance to MascoTech's customers, employees, suppliers and other
stakeholders of an orderly and seamless transition of MascoTech from a public
to a private company. While no decision has yet been made on Board composition
or the executive leadership of the Company following the completion of this
transaction, MascoTech's existing leadership team will remain in place and is
personally committed to successfully leading the company through this
transition."
Heartland Industrial Partners, L.P. is a private equity firm established to
"buy, build and grow" industrial companies in sectors ripe for consolidation
and long-term growth. The firm has equity commitments in excess of $1.1 billion
and intends to increase its commitments to $2 billion. Heartland was founded by
David A. Stockman, a former partner of The Blackstone Group and a Reagan
administration cabinet officer; Timothy D. Leuliette, the former President and
Chief Operating Officer of Penske Corporation; and Daniel P. Tredwell, a former
Managing Director of Chase Securities.
MascoTech is a diversified manufacturing company with world-leading metal
forming process capabilities and proprietary product positions serving
transportation, industrial and consumer markets.
Press releases are available through Company News On-Call by fax, 800-758-5804,
extension 535375, or http://www.prnewswire.com. MascoTech's press releases and
other information are also available through our toll free number,
1-800-474-8324. Visit MascoTech's website at http://www.mascotech.com.
Statements in this press release, which are not historical facts, are
forward-looking statements that involve certain risks and uncertainty,
including but not limited to, risks associated with the uncertainty of future
financial results, conditions within the markets in which the Company competes,
labor relations of the Company and certain of its customers and other
uncertainties detailed in the Company's filings with the Securities and
Exchange Commission.
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