EXHIBIT 99 (a)
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[INSILCO LOGO]
Excellence in Electronics, Telecommunications and Automotive Components
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NEWS RELEASE
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FOR IMMEDIATE INVESTORS: MICHAEL R. ELIA MEDIA: MELODYE DEMASTUS
RELEASE SR. VICE PRESIDENT & CFO MELROSE CONSULTING
(614) 791-3117 (614) 771-0860
INSILCO HOLDING CO. REALIGNS BUSINESS TO ACCELERATE GROWTH
COMPANY SIGNS AGREEMENTS TO DIVEST AUTOMOTIVE BUSINESSES AND TO PURCHASE
PRECISION CABLE MANUFACTURING CORPORATION
COLUMBUS, OHIO, JULY 20, 2000 -- INSILCO HOLDING CO. (OTC BULLETIN
BOARD: INSL) today announced a strategic repositioning that will intensify the
Company's focus on its high-growth technology related businesses, while
improving its overall financial flexibility. The Company said that it has signed
a definitive agreement with ThermaSys Holding Company, which is owned and
controlled by Insilco's majority shareholders, DLJ Merchant Banking Partners II,
LP and Citicorp Venture Capital, Ltd. to sell to ThermaSys the assets of its
automotive businesses, including Thermalex, its 50% owned joint venture, for
cash proceeds of $147.0 million, subject to closing adjustments. At the closing,
the Company will sign an agreement to provide certain management services to
ThermaSys. Insilco's automotive businesses reported 1999 sales of $228.3 million
and EBITDA of $32.6 million, net of normalized Thermalex cash dividends and
corporate overhead allocations.
The transaction was negotiated on behalf of the Company, and approved
by a special committee of the Company's Board of Directors comprised of the
Company's independent director. The Special Committee received an opinion from
McDonald Investments Inc., a KeyCorp Company, that the consideration to be
received by the Company is fair from a financial point of view.
The Company said the transaction, which is expected to close in the
third quarter, is subject to the expiration of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, closing on a
commitment for financing, and other customary terms and conditions. Proceeds
from the transaction will be used to reduce bank debt and to gain financial
flexibility to execute the Company's acquisition strategy, including the
acquisition of Precision Cable Manufacturing.
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The Company also said that it has signed a definitive agreement to
acquire Precision Cable Manufacturing Corporation ("PCM"), a Rockwall, Texas
based provider of cable and wire assemblies to Original Equipment Manufacturers
serving the rapidly growing Digital Subscriber Line segments of the
telecommunications industry. The transaction, which is expected to close in the
third quarter, is subject to the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, closing on a commitment
for financing, and other customary terms and conditions. Financial terms of the
transaction were not disclosed.
David A. Kauer, Insilco President and CEO commented, " The sale of our
automotive businesses will allow us to unleash the value of our fast-growing
technology-related businesses and restructure our existing senior debt to give
us more flexibility to respond quickly to market opportunities. For the first
half of this year, we expect our technologies businesses to post pro forma sales
growth in excess of 38%. Moreover, we continue to see numerous opportunities to
grow sales and margin for the technologies businesses, both through internal
actions as well as acquisitions."
Kauer continued, "We are particularly excited with the acquisition of
PCM. While PCM had sales of $43.5 million for its most recent fiscal year, the
company has existing manufacturing capacity in low-cost labor centers to meet
the growing demand from the telecommunications market and, as a result, nearly
doubled its sales in the current quarter to $16.3 million compared to a year
ago. While further strengthening our existing cable and wire assembly business,
PCM also broadens our telecommunications customer base and provides us with
close proximity to some of the fastest growing telecommunications OEMs in
Southwest."
Insilco Holding Co., based in suburban Columbus, Ohio, is a diversified
manufacturer of industrial components. The Company's business units serve the
telecommunications, electronics, automotive and other industrial markets. The
Company had 1999 consolidated revenues in excess of $476 million.
THE STATEMENTS MADE IN THIS PRESS RELEASE WHICH ARE NOT HISTORICAL
FACTS MAY BE DEEMED FORWARD LOOKING STATEMENTS, AND, AS SUCH, ARE SUBJECT TO
CERTAIN RISKS AND UNCERTAINTIES, INCLUDING STATEMENTS WITH RESPECT TO: THE
COMPANY'S ABILITY TO DELIVER HIGHER RETURNS IN THE FUTURE; AND TO SUCCESSFULLY
CAPITALIZE ON MARKET OPPORTUNITIES. IT IS IMPORTANT TO NOTE THAT RESULTS COULD
DIFFER MATERIALLY FROM THOSE PROJECTED IN SUCH FORWARD-LOOKING STATEMENTS.
FACTORS WHICH COULD CAUSE RESULTS TO DIFFER MATERIALLY INCLUDE, BUT ARE NOT
LIMITED TO THE FOLLOWING: FAILURE TO CLOSE ANY OF THE AFOREMENTIONED
TRANSACTIONS, DELAYS IN NEW PRODUCT INTRODUCTIONS, LACK OF MARKET ACCEPTANCE FOR
NEW PRODUCTS, CHANGES IN DEMAND FOR THE COMPANY'S PRODUCTS, CHANGES IN MARKET
TRENDS, GENERAL COMPETITIVE PRESSURES FROM EXISTING AND NEW COMPETITORS, ADVERSE
CHANGES IN OPERATING PERFORMANCE, CHANGES IN INTEREST RATES, AND ADVERSE
ECONOMIC CONDITIONS WHICH COULD AFFECT THE AMOUNT OF CASH AVAILABLE FOR DEBT
SERVICING AND CAPITAL INVESTMENTS. FURTHER INFORMATION CONCERNING FACTORS THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE
FORWARD-LOOKING STATEMENTS ARE CONTAINED FROM TIME TO TIME IN THE COMPANY'S SEC
FILINGS, INCLUDING BUT NOT LIMITED TO THE COMPANY'S REPORT ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 1999 AND SUBSEQUENT REPORTS ON FORM 10Q. COPIES OF THESE
FILINGS MAY BE OBTAINED BY CONTACTING THE COMPANY OR THE SEC.
Investor Relations Contact: Michael R. Elia, (614) 791-3117 or write to Insilco
Holding Co., Investor Relations, 425 Metro Place North, Box 7196, Dublin, OH
43017 or call Melodye Demastus, Melrose Consulting (614) 771-0860. You may also
visit our web site at http://www.insilco.com.
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