SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2000
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C&D Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9389 13-3314599
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1400 Union Meeting Road, Blue Bell, Pennsylvania 19422
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 619-2700
N/A
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(Former name or former address, if changed since last report)
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 15, 2000, C&D Technologies, Inc. (the "Company") acquired
the Newport Components Division (the "NCL Holdings") of Newport Technology Group
Limited ("NTG"), a producer of electronic power conversion products (primarily
DC to DC converters) based in the United Kingdom.
To effect the acquisition, the Company offered to purchase all of the
capital stock of NCL Holdings pursuant to an offer of cash and, under certain
circumstances, loan notes at the option of certain holders. Pursuant to the
offer, the Company has purchased approximately 96% of the capital stock of NCL
Holdings and intends to acquire the remaining shares through the compulsory
procedures provided under English law. The total purchase price for all of the
capital stock of NCL Holdings was approximately 34.4 million British Pounds, or
approximately U.S. $50 million, of which approximately 69% was paid in cash
(including amounts being held in escrow pending final determination of, and any
adjustment to, the purchase price, and as a provision for certain potential
claims) and 31% was paid in the form of collateralized loan notes. The loan
notes bear interest at 0.5% below the London InterBank Offered Rate payable on
the last business day of June and December of each year commencing June 30,
2001. The loan notes are redeemable under certain circumstances at the option of
the holder, and any remaining balance under the loan notes is due on December
31, 2007.
The Company paid the cash portion of the acquisition price with
proceeds from a loan under the Company's revolving line of credit facility with
Bank of America, as amended in October 2000, which amendments are attached as
exhibits to this Form 8-K report.
NCL Holdings, with annual revenues of more than U.S. $20 million,
operates production facilities in the United Kingdom (Milton Keynes and
Workington) as well as in Guangzhou, China. In addition, NCL Holdings conducts
research and development in Oxford, England and maintains a sales operation in
Raleigh, North Carolina. NCL Holdings will operate under the new name C&D
Technologies (NCL) Limited and will be included for reporting purposes in the
Power Electronics Division of the Company. Management expects the acquisition of
the NCL Holdings to be accretive to earnings in the fiscal year ending January
31, 2002.
Prior to the acquisition, no material relationship existed between (i)
the Company or any of its affiliates and NCL Holdings or NTG or any of their
stockholders, (ii) any director or officer of the Company and any director or
officer of NCL Holdings or NTG or (iii) any associate of any director or officer
of the Company and any associate of any director or officer of NCL Holdings or
NTG.
This Form 8-K current report contains forward-looking statements
(within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934). Words and expressions reflecting
something other than historical fact are intended to identify forward-looking
statements, but are not the exclusive means of identifying such statements.
Factors that appear in the Company's filings with the Securities and Exchange
Commission (including without limitation the Company's annual report on Form
10-K for the fiscal year ended January 31, 2000 and subsequent reports on Form
10-Q and Form 8-K) could cause the Company's actual results to differ materially
from those expressed in any forward-looking statements made herein.
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<PAGE>
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
This item is not applicable inasmuch as the acquisition does not
satisfy the reporting thresholds under regulations promulgated by the Securities
and Exchange Commission.
(b) PRO FORMA FINANCIAL INFORMATION.
This item is not applicable inasmuch as the acquisition does not
satisfy the reporting thresholds under regulations promulgated by the Securities
and Exchange Commission.
(c) EXHIBITS.
See Exhibit Index to this Form 8-K report.
-3-
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities and Exchange Act of
1934, Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
C&D TECHNOLOGIES, INC.
Date: December 27, 2000 By: /s/ Stephen E. Markert, Jr.
------------------------------------
Stephen E. Markert, Jr.
Vice President-Finance and
Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
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Exhibit
Number Description
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10.1 Fourth Amendment dated as of October 13, 2000 to Credit Agreement
Among C&D Technologies, Inc. as Borrower, Certain Subsidiaries and
Affiliates, as Guarantors, and the Lenders Identified Therein, and
NationsBank, N.A., as Administrative Agent dated March 1, 1999.
10.2 Fifth Amendment dated as of October 13, 2000 to Credit Agreement Among
C&D Technologies, Inc. as Borrower, Certain Subsidiaries and
Affiliates, as Guarantors, and the Lenders Identified Therein, and
NationsBank, N.A., as Administrative Agent dated March 1, 1999.
99.1 Press release dated December 18, 2000 issued by the Company.
<PAGE>
Exhibit 10.1
FOURTH AMENDMENT
THIS FOURTH AMENDMENT (this "Amendment") dated as of October 13, 2000,
to the Credit Agreement referenced below, is by and among C&D Technologies,
Inc., a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower
identified as "Guarantors" on the signature pages hereto, the Lenders identified
on the signature pages hereto, and BANK OF AMERICA, N.A., a national banking
association formerly known as NationsBank, N.A., as Administrative Agent (in
such capacity, the "Administrative Agent"). Capitalized terms used herein but
not otherwise defined herein shall have the meanings provided to such terms in
the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $220 million credit facility has been extended to the
Borrower pursuant to the terms of that Credit Agreement dated as of March 1,
1999 (as amended and modified from time to time, the "Credit Agreement") among
the Borrower, the Guarantors identified therein, the Lenders identified therein
and the Administrative Agent;
WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement;
WHEREAS, the requested modifications require the consent of the
Required Lenders; and
WHEREAS, the Required Lenders have agreed to the requested
modifications on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENTS. The Credit Agreement is amended in the following
respects:
1.1 The following definitions are added to Section 1.1 of the Credit
Agreement:
"ESCROW FUNDS" means, at any time, the portion of the purchase
price for the UK Acquisition that is held in escrow at such time
pursuant to the UK Acquisition Documents.
"SELLERS" means the sellers in the UK Acquisition.
"UK ACQUISITION" means the acquisition by UK Newco of all of
the Capital Stock of Newport Components pursuant to the terms of the UK
Acquisition Documents.
"UK ACQUISITION DOCUMENTS" means the acquisition agreement
relating to the UK Acquisition and all other documents, agreements and
instruments issued or executed in connection therewith.
"UK NEWCO" means C&D Holdings Limited, a company formed under
the laws of the United Kingdom.
"US NEWCO" means C&D International Investment Holdings Inc., a
Delaware corporation.
1.2 In the definition of "Permitted Investments" in Section 1.1 of the
Credit Agreement, clauses (xiv) and (xv) are deleted in their entirety
and replaced with the following clauses (xiv), (xv), (xvi), (xvii) and
(xviii):
<PAGE>
(xiv) Investments by Foreign Subsidiaries in and to other
Foreign Subsidiaries; (xv) the Investment by the Borrower in
US Newco of an amount equal to the purchase price of the UK
Acquisition (the "UK Acquisition Advance"); (xvi) the
Investment by US Newco of the UK Acquisition Advance in UK
Newco to be used by UK Newco solely to pay the purchase price
of the UK Acquisition, (xvii) Investments by UK Newco of the
Escrow Funds in foreign currencies and demand deposits, time
deposits and certificates of deposits denominated in the
British Pound of any commercial bank of recognized standing
reasonably acceptable to the Administrative Agent, and (xviii)
other loans, advances and investments of a nature not
contemplated in the foregoing subsections in an amount not to
exceed $10,000,000 in the aggregate at any time outstanding.
1.3 In the definition of "Permitted Liens" in Section 1.1 of the Credit
Agreement, clauses (xiv) and (xv) are renumbered as clauses (xvii) and
(xviii) thereof and new clauses (xiv), (xv) and (xvi) are added thereto
to read as follows:
(xiv) Liens on the Escrow Funds in favor of the Sellers to
secure the obligation of UK Newco to pay the purchase price of
the UK Acquisition pursuant to the terms of the UK Acquisition
Documents;
(xv) cash collateral provided by UK Newco to secure the
seller financing obligations described in Section 8.1(k);
(xvi) Liens on the Property of Foreign Subsidiaries securing
Indebtedness of Foreign Subsidiaries under the working capital
facilities referenced in Section 8.1(j);
1.4 In Section 8.1 of the Credit Agreement, the "and" at the end of
clause (h) thereof is hereby deleted, the "." at the end of clause (i)
thereof is deleted and replaced with ";", and new clauses (j) and (k)
are added thereto to read as follows:
(j) Indebtedness of Foreign Subsidiaries under working
capital facilities in an amount not to exceed $5,000,000 in
the aggregate at any time outstanding; and
(k) Indebtedness of UK Newco in respect of seller financing
obligations incurred by UK Newco in connection with the UK
Acquisition.
2. CONSENT TO UK ACQUISITION. Notwithstanding anything in Section
8.3(c) of the Credit Agreement to the contrary, the Required Lenders
hereby consent to the UK Acquisition provided that (a) no Default or
Event of Default exists after giving effect to the UK Acquisition on a
Pro Forma Basis, (b) the $50,000,000 basket in clause (B) of Section
8.3(c)(ii) of the Credit Agreement shall be deemed to have been used in
full (including for purposes of the carry-over of the unused amount of
that basket into the next fiscal year) and (c) the total consideration
paid in connection with the UK Acquisition shall not exceed 40,000,000
pounds sterling.
3. CONDITIONS PRECEDENT. This Amendment shall be effective upon
satisfaction of the following conditions precedent:
<PAGE>
(a) receipt by the Administrative Agent of this Amendment
executed by the Credit Parties and the Required Lenders;
(b) receipt by the Administrative Agent of a pledge joinder
agreement in form and substance satisfactory to the Administrative
Agent pursuant to which the Borrower pledges its ownership interest in
US Newco pursuant to the terms of the Pledge Agreement and delivery by
the Borrower of the stock certificates evidencing such ownership,
together with undated stock powers executed in blank;
(c) receipt by the Administrative Agent of a Joinder Agreement
executed by US Newco (provided that the stock certificate(s) and
related stock power(s) relating to the capital stock of UK Newco
pledged pursuant to the Joinder Agreement shall be delivered as
provided in Section 4(b) below);
(d) receipt by the Administrative Agent of each of the
corporate documents described in Section 5.1(g) of the Credit Agreement
with respect to US Newco;
(e) receipt by the Administrative Agent of an opinion of legal
counsel to the Credit Parties (including US Newco) relating to this
Amendment, the documents delivered in connection with this Amendment
and the transactions contemplated by this Amendment in form and
substance satisfactory to the Administrative Agent; and
(f) receipt by the Administrative Agent, for the ratable
benefit of the Lenders that consent to this Amendment (the "Consenting
Lenders") of an amendment fee equal to 2.5 basis points (0.025%) on the
sum of (i) the aggregate Revolving Commitments of the Consenting
Lenders and (ii) the aggregate principal amount of the outstanding Term
Loans of the Consenting Lenders.
4. COVENANTS.
(a) The Borrower agrees that promptly following the making of
the Investment by US Newco in UK Newco, the Borrower will deliver, or
cause to be delivered, to the Administrative Agent the original
intercompany note evidencing the portion of the Investment constituting
an intercompany loan and an undated endorsement executed in blank.
(b) The Borrower agrees that promptly following the making of
the Investment by US Newco in UK Newco, the Borrower will deliver, or
cause to be delivered, to the Administrative Agent the stock
certificate(s) and related undated stock power(s) executed in blank
evidencing the pledge of 65% of the capital stock of UK Newco pledged
by US Newco pursuant to the Joinder Agreement of US Newco.
The failure by the Borrower to comply with any of the
covenants and agreements contained in this Section 4 shall constitute
an immediate Event of Default.
5. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. The Credit Parties
hereby affirm that the representations and warranties set forth in the Credit
Documents are true and correct as of the date hereof after giving effect to this
Amendment (except those which expressly relate to an earlier period).
6. REAFFIRMATION OF GUARANTY. Each of the Guarantors (i) acknowledges
and consents to all of the terms and conditions of this Amendment, (ii) affirms
all of its obligations under the Credit Documents and (iii) agrees that this
Amendment and all documents executed in connection herewith do not operate to
reduce or discharge the Guarantors' obligations under the Credit Agreement or
the other Credit Documents.
<PAGE>
7. NO OTHER CHANGES. Except as modified hereby, all of the terms and
provisions of the Credit Agreement and the other Credit Documents (including
the schedules and exhibits thereto) shall remain in full force and effect.
8. COST AND EXPENSES. The Borrower agrees to pay all reasonable costs
and expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including without limitation the
reasonable fees and expenses of Moore & Van Allen, PLLC.
9. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and it shall not be necessary in making proof of this Amendment to
produce or account for more than one such counterpart.
10. GOVERNING LAW. This Amendment shall be deemed to be a contract made
under, and for all purposes shall be construed in accordance with, the laws of
the State of New York.
[Remainder of Page Intentionally Left Blank]
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Fourth Amendment to Credit Agreement to be duly executed and delivered
as of the date first above written.
BORROWERS: C&D TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ Stephen E. Markert, Jr.
---------------------------
Name: Stephen E. Markert, Jr.
Title: Chief Financial Officer
GUARANTORS: C&D CHARTER HOLDINGS, INC.,
a Delaware corporation
C&D INTERNATIONAL INVESTMENT HOLDINGS INC.,
a Delaware corporation
By: /s/ Robert T. Marley
--------------------------
Name: Robert T. Marley
Title: Vice President and Treasurer
PCC MEXICAN HOLDINGS, INC.,
a Delaware corporation
By: /s/ Stephen E. Markert, Jr.
---------------------------
Name: Stephen E. Markert, Jr.
Title: Chief Financial Officer
[Signature Pages Continue]
<PAGE>
LENDERS: BANK OF AMERICA, N.A.,
individually in its capacity as a Lender
and in its capacity as Administrative Agent
By: /s/ James W. Gaittens
------------------------------
Name: James W. Gaittens
Title:Senior Vice President
MELLON BANK, N.A.
By: /s/ Mark W. Torie
------------------------------
Name: Mark W. Torie
Title: VP
COMERICA BANK
By: /s/ Robert P. Wilson
------------------------------
Name: Robert P. Wilson
Title:AVP
BANK ONE, NA
(f/k/a THE FIRST NATIONAL BANK OF CHICAGO)
By: /s/ Andrea S. Kantor
------------------------------
Name: Andrea S. Kantor
Title:First Vice President
ALLFIRST BANK
By: /s/ Kellie M. Matthews
------------------------------
Name: Kellie M. Matthews
Title:Vice President
THE BANK OF NEW YORK
By: /s/ Linda Mae Coppa
------------------------------
Name: Linda Mae Coppa
Title:Vice President
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Dusko Marinovic
------------------------------
Name: Dusko Marinovic
Title:Comm. Banking Officer
[Signature Pages Continue]
<PAGE>
FIRST UNION NATIONAL BANK
By: /s/ Linda M. Douglas
------------------------------
Name: Linda M. Douglas
Title:VP
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Frank A. Pugliese
------------------------------
Name: Frank A. Pugliese
Title:Vice President
THE CHASE MANHATTAN BANK
By: /s/ Sandra BVW Braun
------------------------------
Name:Sandra BVW Braun
Title:V.P.
FLEET BANK, N.A.
By: /s/ Daniel Prevoznak
------------------------------
Name: Daniel Prevoznak
Title:Vice President
<PAGE>
Exhibit 10.2
FIFTH AMENDMENT
THIS FIFTH AMENDMENT (this "Amendment") dated as of October 13, 2000,
to the Credit Agreement referenced below, is by and among C&D Technologies,
Inc., a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower
identified as "Guarantors" on the signature pages hereto, the Lenders identified
on the signature pages hereto, and BANK OF AMERICA, N.A., a national banking
association formerly known as NationsBank, N.A., as Administrative Agent (in
such capacity, the "Administrative Agent"). Capitalized terms used herein but
not otherwise defined herein shall have the meanings provided to such terms in
the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $220 million credit facility has been extended to the
Borrower pursuant to the terms of that Credit Agreement dated as of March 1,
1999 (as amended and modified from time to time, the "Credit Agreement") among
the Borrower, the Guarantors identified therein, the Lenders identified therein
and the Administrative Agent;
WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement;
WHEREAS, the requested modifications require the consent of all the
Lenders; and
WHEREAS, all the Lenders have agreed to the requested modifications on
the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENTS. The pricing grid in the definition of "Applicable
Percentage" in Section 1.1 of the Credit Agreement is amended to read as
follows:
Eurodollar
Margin
Consolidated and
Pricing Leverage Base Rate Letter of Unused
Level Ratio Margin Credit Fee Fee
----- ----- ------ ---------- ---
I Less than 1.5 0.00% 0.75% 0.200%
II Greater than or equal
to 1.5 but less than 2.0 0.00% 1.00% 0.200%
III Greater than or equal
to 2.0 but less than 2.5 0.00% 1.25% 0.250%
IV Greater than or equal
to 2.5 0.25% 1.50% 0.300%
2. CONDITIONS PRECEDENT. This Amendment shall be effective upon
satisfaction of the following conditions precedent:
(a) receipt by the Administrative Agent of multiple counterparts of
this Amendment executed by the Credit Parties and all the Lenders; and
(b) receipt by the Administrative Agent, for the ratable benefit
of the Lenders, of an amendment fee equal to 5.0 basis points (0.05%)
on the sum of (i) the aggregate Revolving Commitments of the Lenders
and (ii) the aggregate principal amount of the outstanding Term Loans
of the Lenders.
<PAGE>
3. The Credit Parties hereby affirm that the representations and
warranties set forth in the Credit Documents are true and correct as of
the date hereof after giving effect to this Amendment (except those
which expressly relate to an earlier period).
4. Each of the Guarantors (i) acknowledges and consents to all of the
terms and conditions of this Amendment, (ii) affirms all of its
obligations under the Credit Documents and (iii) agrees that this
Amendment and all documents executed in connection herewith do not
operate to reduce or discharge the Guarantors' obligations under the
Credit Agreement or the other Credit Documents.
5. Except as modified hereby, all of the terms and provisions of the
Credit Agreement and the other Credit Documents (including the
schedules and exhibits thereto) shall remain in full force and effect.
6. The Borrower agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and
delivery of this Amendment, including without limitation the reasonable
fees and expenses of Moore & Van Allen, PLLC.
7. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original and
it shall not be necessary in making proof of this Amendment to produce
or account for more than one such counterpart.
8. This Amendment shall be deemed to be a contract made under, and for
all purposes shall be construed in accordance with, the laws of the
State of New York.
[Remainder of Page Intentionally Left Blank]
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Fourth Amendment to be duly executed and delivered as of the date first
above written.
BORROWERS: C&D TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ Stephen E. Markert, Jr.
------------------------------
Name: Stephen E. Markert, Jr.
Title: Chief Financial Officer
GUARANTORS: C&D/CHARTER HOLDINGS, INC.,
a Delaware corporation
C&D INTERNATIONAL INVESTMENT HOLDINGS INC.,
a Delaware corporation
By: /s/ Robert T. Marley
-----------------------------
Name: Robert T. Marley
Title: Vice President and Treasurer
PCC MEXICAN HOLDINGS, INC.,
a Delaware corporation
By: /s/ Stephen E. Markert, Jr.
------------------------------
Name: Stephen E. Markert, Jr.
Title: Chief Financial Officer
[Signature Pages Continue]
<PAGE>
LENDERS: BANK OF AMERICA, N.A.,
individually in its capacity as a Lender
and in its capacity as Administrative Agent
By: /s/ James W. Gaittens
------------------------------
Name: James W. Gaittens
Title: Senior Vice President
MELLON BANK, N.A.
By: /s/ Mark W. Torie
------------------------------
Name: Mark W. Torie
Title: VP
COMERICA BANK
By: /s/ Robert P. Wilson
------------------------------
Name: Robert P. Wilson
Title: AVP
BANK ONE, NA
(f/k/a THE FIRST NATIONAL BANK OF CHICAGO)
By: /s/ Andrea S. Kantor
------------------------------
Name: Andrea S. Kantor
Title: First Vice President
ALLFIRST BANK
By: /s/ Kellie M. Matthews
------------------------------
Name: Kellie M. Matthews
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Frank S. Bridges
------------------------------
Name: Frank S. Bridges
Title: Vice President
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Dusko Marinovic
------------------------------
Name: Dusko Marinovic
Title: Comm. Banking Officer
[Signature Pages Continue]
<PAGE>
FIRST UNION NATIONAL BANK
By: /s/ Linda M. Douglas
------------------------------
Name: Linda M. Douglas
Title: VP
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Frank A. Pugliese
------------------------------
Name: Frank A. Pugliese
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ Sandra BVW Braun
------------------------------
Name: Sandra BVW Braun
Title: V.P.
FLEET BANK, N.A.
By: /s/ Daniel Prevoznak
------------------------------
Name: Daniel Prevoznak
Title: Vice President
<PAGE>
EXHIBIT 99.1
PRESS RELEASE
C&D TECHNOLOGIES, INC.
1400 Union Meeting Road
Blue Bell, PA 19422
Phone: 215-619-2700
Fax: 215-619-7841
Shareholder Contacts:
Stephen E. Markert, Jr. of C&D: 215-619-7835
Yanis Bibelnieks for C&D: 718-499-6516
FOR IMMEDIATE RELEASE
C&D TECHNOLOGIES ACQUIRES COMPONENTS DIVISION OF NEWPORT
TECHNOLOGIES GROUP LIMITED
--------------------------
BLUE BELL, PA, December 18, 2000 -- C&D Technologies, Inc. (NYSE: CHP),
announced on December 15 it completed the acquisition of the Newport Components
Division of Newport Technology Group Limited, a producer of electronic power
conversion products (primarily DC-DC converters) based in the United Kingdom,
for approximately $50 million cash. The acquisition is expected to be accretive
to earnings in the first full fiscal year.
The Components Division, with annual revenues of over $20 million,
operates production facilities in the United Kingdom (Milton Keynes and
Workington) as well as in Guangzhou, China. Additionally, the company conducts
research and development in Oxford, England and maintains a sales operation in
Raleigh, North Carolina.
"We are extremely excited about this union with the Components Division
as it supports our company's stated strategy to expand and broaden our power
electronics business to meet increasing world-wide demand for DC to DC
converters," stated Wade H. Roberts, Jr., C&D's president and chief executive
officer. "The Components Division makes high quality products that will
reinforce our product offerings and broaden our customer base while
significantly increasing our manufacturing presence in Europe and Asia," Mr.
Roberts said.
Mr. John Laurie, Chief Executive Officer of Newport Technology Group,
who will serve as Executive Vice President of C&D Technologies' Power
Electronics Division indicated: "Our board is confident that the transaction is
in the best interests of our customers, employees and shareholders. It will
allow the Components Division to develop as part of a major United States public
corporation that specializes in the electronic digital power sector." Mr. Laurie
added: "We are excited about the expanded opportunities ahead."
The acquired company will operate under the new name C&D Technologies
(NCL) Limited and be a reporting entity within the Power Electronics Division.
<PAGE>
C&D Technologies is a leading North American producer and marketer of
electrical power storage and conversion products used in telecommunications,
computers and internet infrastructure. Through the first nine months of the
current fiscal year, C&D Technologies earned $39.2 million, or $1.44 per share,
on sales of $435.5 million.
This press release may contain forward-looking statements (within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934). Words and expressions reflecting something
other than historical fact are intended to identify forward-looking statements,
but are not the exclusive means of identifying such statements. Factors that
appear with the forward-looking statements, or in the company's Securities and
Exchange Commission filings (including without limitation the company's annual
report on Form 10-K for the fiscal year ended January 31, 2000), could cause the
company's actual results to differ materially from those expressed in any
forward-looking statements made herein.
# # # # #
PH1\799677.1
