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EXHIBIT (a)
PRESS RELEASE FROM SECURITAS AB
August 3, 2000
Securitas to acquire Burns
* Securitas and Burns International Services Corporation in the US, with total
annual sales of about SEK 13.3 billion (USD 1.5 billion), have today signed a
definitive merger agreement for Securitas to acquire Burns for a consideration
of SEK 4.1 billion (USD 457 million).
* The new group is expected to have combined annual sales of about SEK 48
billion (USD 5.3 billion) and will have about 210,000 employees.
Securitas (SSE: SECU) through Securitas Acquisition Corporation and Burns
International Services Corporation (NYSE: BOR) have signed a definitive merger
agreement for Securitas to acquire all of the outstanding shares of Burns.
Pursuant to the agreement, Securitas will pay USD 21.50 per share for each
outstanding share of Burns common stock, for an aggregate consideration of
approximately USD 457 million. Burns currently has approximately 19.9 million
shares of common stock issued and outstanding and approximately 2.2 million
shares of common stock reserved for issuance upon exercise of stock options.
The average share price over the last month has been USD 12.9.
The transaction will be a cash tender offer followed by a cash merger to acquire
any shares not previously tendered pursuant to which the remaining shareholders
will receive cash in the same amount as paid in the tender offer. As a result
of the transaction, Burns will become an indirectly wholly owned subsidiary of
Securitas. Burns has granted Securitas an option to purchase up to 19.9 percent
of Burns' shares under certain circumstances. In addition, the directors and
certain executives of Burns have committed to tender their shares, aggregating
approximately 5 percent, pursuant to the tender offer. The transaction has been
recommended by the Boards of Directors of Burns and Securitas.
Securitas expects to commence its cash tender offer during the week of August 7,
2000. The cash tender offer is subject to Securitas receiving at least a
majority of the fully diluted shares of Burns as well as the requisite
regulatory approvals.
Burns
Burns was founded in 1909 and is the second largest guarding company in the USA.
The company has 320 offices and 58,000 employees in the USA, Canada, England,
Ireland and Colombia. The company has about 14,000 customers. Burns
is active in permanent and mobile guarding services, alarm monitoring and
security consulting and investigation.
For the year 2000, Burns' sales are expected to reach about SEK 13.3 billion
(USD 1.5 billion), of which MSEK 738 (MUSD 82) is in England and Ireland and
MSEK 450 (MUSD 50) is in Canada. The operating margin is about 4 percent.
Per June 30, 2000 operating capital employed was MSEK 1,287 (MUSD 143), goodwill
was MSEK 936 (MUSD 104), net debt was MSEK 1,863 (MUSD 207) and shareholders'
equity was MSEK 360 (MUSD 40).
Burns also owns 49 percent of the shares in Loomis Fargo Inc, the second largest
Cash In Transit operator in the USA with annual sales of about MUSD 400 and an
operating margin of about 7 percent.
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The acquisition
The acquisition will give rise to goodwill of MSEK 4,338 (MUSD 482) which will
be amortized over 20 years. The annual acquisition costs are expected to reach
MSEK 540 (MUSD 60). The restructuring reserve is estimated to MSEK 225 (MUSD
25).
The new Securitas
As a result of the acquisition, Securitas will strengthen its position as the
world's leading security company with operations in more than 30 countries and
about 210,000 employees. The Group's sales will be about SEK 48 billion, the
equivalent of about USD 5.3 billion, of which SEK 25 billion (USD 2.8 billion)
are attributable to the USA.
Thomas Berglund, President and Chief Executive Officer of Securitas comments:
"Since summer 1999, our American guarding operations have been reorganized with
a clear focus on local responsibility for growth and profitability. After the
acquisitions of APS and First Security in January 2000, the number of regions
has been increased, and these acquisitions are now integrated and operations are
developing according to plan. We are now ready to take a new large step, and the
acquisition of Burns will give us an excellent position from which to lead the
development of the American security market".
John A. Edwardson, chairman and Chief Executive Officer of Burns, said, "I am
pleased that Burns will be joining the world's largest security organization.
This provides our customers unparalleled access to the best security services in
the world, and offers our employees exceptional career growth opportunities."
In the short term, synergy gains are expected to be achieved through a reduction
in head office costs through combination of functions with Pinkerton. The
operations in England and Canada will be combined with existing operations in
Securitas. In this way, the acquisition is expected to have a positive effect on
income as well as free cash flow.
In the long term, growth, both organic and through acquisitions, combined with
increased margins will make a strong contribution to continued good development
for Securitas in line with the previously presented five year vision.
The acquisition requires approval from the American competition authorities and
presuming that this is received, the acquisition is expected to be completed in
September.
Financing
Securitas has obtained a credit facility from Deutsche Bank for a maximum of
MUSD 800 to finance the cash tender and other related costs and expenses.
Further information regarding the cash tender offer
Further information will be provided today at the Securitas Information Meeting
regarding Securitas AB's Interim Report, January - June, 2000:
Time: Thursday, August 3, 2000, at 3 p.m. CET.
Place: Securitas Building, Lindhagensplan 70, SE-102 28 Stockholm, Sweden.
Agenda: 3 p.m.-3.30 p.m. CET: Presentation
3.30 p.m. CET: Q & A session
The presentation slides will be available at: www.securitasgroup.com, at
approximately 2.30 p.m. CET, Thursday, August 3.
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The meeting can also be followed via a telephone conference or on the internet.
Telephone conference: Phone number: +44 20 8240 8243
Conference name: Securitas
Internet: www.securitasgroup.com, alternatively, www.financialhearings.com
A recorded version of the presentation will be available for ten days after the
information meeting at phone number: +44 20 8288 4459, kod 689422 and on
www.securitasgroup.com.
Information to Burns shareholders
BURNS SHAREHOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS WHICH WILL
CONTAIN IMPORTANT INFORMATION AND WHICH WILL BE FILED WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION WHEN THE OFFER IS COMMENCED. COPIES OF THE TENDER OFFER
MATERIALS WILL BE PROVIDED TO BURNS SHAREHOLDERS AT NO EXPENSE TO THEM AND, WHEN
FILED, WILL BE AVAILABLE FOR FREE AT THE SECURITIES AND EXCHANGE COMMISSION'S
WEBSITE AT WWW.SEC.GOV.
Further information can be obtained from Thomas Berglund, President and CEO,
Amund Skarholt, Executive Vice President and COO, Hakan Winberg, Executive Vice
President and Chief Financial Officer, and Camilla Weiner, Manager Investor
Relations, telephone +46 8 657 74 00
