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) June 12, 1997
Giddings & Lewis, Inc.
(Exact Name of Registrant as Specified in its Charter)
Wisconsin 0-17873 36-1643189
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
142 Doty Street, Fond du Lac, Wisconsin 54935
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (414) 921-4100
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On June 11, 1997, the Company and Thyssen AG ("Thyssen")
signed a definitive merger agreement for the acquisition of the Company by
Thyssen. A description of the merger agreement is set forth in a press
release issued by the Company on June 12, 1997, which press release is
filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) The following Exhibit is filed with this Current Report
on Form 8-K:
Exhibit Description
99.1 Text of Press Release issued by Giddings & Lewis, Inc.,
dated June 12, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
GIDDINGS & LEWIS, INC.
By: /s/ Douglas E. Barnett
Name: Douglas E. Barnett
Title: Vice President and Corporate
Controller
Dated: June 12, 1997
EXHIBIT INDEX
Exhibit No. Description
99.1 Text of Press Release issued by Giddings & Lewis, Inc., dated
June 12, 1997.
EXHIBIT 99.1
[THYSSEN LOGO] GIDDINGS & LEWIS(R)
FOR IMMEDIATE RELEASE
Contacts:
For Thyssen AG: For Giddings & Lewis, Inc.:
Media Contact: Media Contact:
Pascale Wiedenroth Patricia Meinecke
(011-49-211) 824-36677 (414) 929-4212
Investor Contact: Investor Contact:
Konrad Tamschick Douglas Barnett
(011-49-211) 824-38347 (414) 929-4374
Joele Frank/Patricia Sturms
Abernathy MacGregor Group
(212) 371-5999
THYSSEN AG AND GIDDINGS & LEWIS
SIGN DEFINITIVE MERGER AGREEMENT FOR ACQUISITION OF
GIDDINGS & LEWIS AT $21 PER SHARE IN CASH
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DUESSELDORF, GERMANY and FOND DU LAC, WI, June 12, 1997 -- Thyssen AG, a
company based in Duesseldorf, Germany and Giddings & Lewis, Inc. (NASDAQ:
GIDL) today jointly announced that the two companies have signed a
definitive merger agreement for the acquisition of Giddings & Lewis by
Thyssen AG at $21 per share in cash. Giddings & Lewis has approximately
32.1 million shares outstanding on a fully diluted basis, giving the
transaction a total equity value of approximately $675 million.
Under the terms of the agreement, a subsidiary of Thyssen AG will shortly
commence a tender offer to acquire all of the outstanding shares of
Giddings & Lewis for $21 per share in cash. Following the completion of the
tender offer, Thyssen AG will consummate a second step merger in which
remaining Giddings & Lewis shareholders will also receive the $21 per share
in cash.
Giddings & Lewis will continue to operate under the Giddings & Lewis name
and will maintain its headquarters and management team in Fond du Lac,
Wisconsin.
Dr. Dieter H. Vogel, Chairman of Thyssen AG, said, "This merger is about
competitiveness, growth and greater opportunities. Giddings & Lewis is the
ideal fit with Thyssen AG to enhance our core production systems business.
The combination of Thyssen's financial strength and global marketing and
sales capabilities with Giddings & Lewis' market and technology leadership,
established brand names and broad range of related products and services
provides a strong platform for future growth, which we expect to benefit
employees of both organizations."
Mr. Marvin L. Isles, Chairman and Chief Executive Officer of Giddings &
Lewis, Inc., said, "Our Board of Directors unanimously concluded that this
transaction with Thyssen is in the best interests of all of Giddings &
Lewis' constituencies. At $21 per share in cash, Giddings & Lewis
shareholders will receive exceptional value. Backed by Thyssen's financial
strength and global resources, Giddings & Lewis is strategically positioned
to focus on our core purpose--providing customers worldwide with the
products and services they need to improve their manufacturing
productivity. We are particularly pleased that Thyssen has a proven track
record in North America of investment, growth and good corporate
citizenship."
Dr. Eckhard Rohkamm, Chairman of Thyssen Industrie AG, the capital goods
arm of Thyssen AG, added, "Together, we can grow our joint customer base
and increase our sales potential, creating new opportunities throughout
Giddings & Lewis and Thyssen. The companies have unparalleled synergies in
the global industrial automation industry--not only in the products and
services offered, but also in geographic coverage, customer base and
technical capability. We have the potential of shared manufacturing
capabilities and anticipate that Thyssen will expand Giddings & Lewis'
manufacturing volume by adding Thyssen product lines to Giddings & Lewis
facilities. Giddings & Lewis will be able to capitalize on Thyssen's
European presence to expand its manufacturing capabilities and global
market base. At the same time, Thyssen will have a greater ability to
penetrate North American markets.
"We are committed to growing all of Giddings & Lewis' businesses to better
serve our customers worldwide. Combined, we create the world's premier
machine tool manufacturer, with the global resources and flexibility to
deliver exactly what customers need, whenever and wherever they need it.
The merger of our two companies creates a stronger business positioned to
compete successfully on a global scale," Dr. Rohkamm concluded.
Mr. Isles continued, "Thyssen is the right partner for Giddings & Lewis. We
are like-minded about how to achieve our goals, and Giddings & Lewis'
management is enthusiastic about the value Thyssen adds to our business.
The combination with Thyssen will enable Giddings & Lewis to continue to
pursue its growth objectives, including the expansion of its aftermarket
business for the large installed base of machine tools in the U.S. and
overseas. We are very excited about the combination. Thyssen is committed
to enhancing all our businesses and is knowledgeable about Giddings &
Lewis' markets and customers. It was essential for Giddings & Lewis to join
with a company that is interested in all markets we serve, including our
important automotive segment, which accounts for 50% of our sales."
"This combination addresses two economic and market forces at work in our
industry today: consolidation and globalization. As these trends continue,
major players will emerge who can meet the needs of global customers. Our
vision for Giddings & Lewis is of a global enterprise with regional sales
and engineering and worldwide manufacturing. We intend to be among the
global players. With this one step, we have achieved that goal. Together
with Thyssen, we have the mass, the global reach, and the industry know-how
to compete successfully today and tomorrow in the increasingly global
machine tool business," Mr. Isles concluded.
Completion of the transaction is subject to antitrust review in the United
States, Germany and certain other countries and Giddings & Lewis
stockholder approval (if necessary) of the second-step merger. Under
certain circumstances, if the agreement were terminated by Giddings & Lewis
for another acquisition transaction, Giddings & Lewis would pay Thyssen a
fee of $20 million and reimburse it for up to $3 million in expenses.
Morgan Stanley & Co. Incorporated served as the financial adviser to
Thyssen AG. Credit Suisse First Boston Corporation served as the financial
adviser to Giddings & Lewis and provided a fairness opinion in connection
with the transaction.
Headquartered in Fond du Lac, Wisconsin, Giddings & Lewis is the largest
supplier of industrial automation products and machine tools in North
America, and among the largest in the world. The company serves customers
worldwide with products and services to improve manufacturing productivity.
Thyssen AG, headquartered in Duesseldorf, is one of Germany's biggest
industrial and commercial enterprises with $26.2 billion in annual revenues
and approximately 113,000 employees around the world. Thyssen has around
320 companies in Germany, the US and numerous other countries. Thyssen AG,
through its subsidiaries, offers capital goods and manufactured products,
manufactures steel products and providers trading and services such as
logistics, distribution of production materials and waste management, and
lately cellular telephony. The capital goods include automation systems,
machine tools, elevators and automotive supplies.
Note to editors: Today's news release, along with other news about Thyssen
and Giddings & Lewis, is available on the Internet at http://www.thyssen.com
and http://www.giddings.com, or for Giddings & Lewis simply call Company
News On Call, 1-800-758-5804, ext. 119821.
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