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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) October 2, 1997
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THE GEON COMPANY
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(Exact name of registrant as specified in charter)
Delaware 1-11804 34-1730488
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Geon Center, Avon Lake, Ohio 44012
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 216-930-1241
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Not Applicable
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
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The Geon Company announced that the Company has entered into a "lock-up"
agreement with the holder of all the voting shares of Synergistics Industries
Limited (TSE: SGX) of Mississauga, Ontario, Canada. The lock-up agreement
provides that Geon or a subsidiary will make a cash tender offer for all the
voting and non-voting shares of Synergistics. The shareholder parties to the
lock-up agreement have agreed to tender all their shares to the bid and not to
withdraw them except in certain circumstances.
The offer price for the voting and non-voting shares will be $22 (CND) per
share, payable in cash. There are approximately 5.3 million shares outstanding
including options, voting and non-voting shares. It is anticipated that the bid
will be mailed to shareholders shortly. Completion of the bid will be subject to
certain terms and conditions, including a minimum tender of 100 percent of the
voting shares and 90 percent of the non-voting shares.
The selling shareholders may withdraw their shares from the lock-up if a bona
fide, fully financed, competing offer of at least $1 more per share over the
price offered by Geon is made prior to the shares being taken up and paid for
and Geon fails to match or better such competing offer within 10 days. If the
selling shareholders deposit their shares to a successful competing offer, then
Synergistics has agreed to pay Geon a fee of $5 million. CIBC Wood Gundy
Security, Inc. is acting as financial advisor to Geon and as soliciting dealer
manager with this transaction.
Item 7(c). Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit 99.1 Press Release of October 2, 1997 announcing that Geon has entered
into an agreement to acquire Synergistics Industries.
SIGNATURE
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.
THE GEON COMPANY
By /s/Gregory L. Rutman
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Gregory L. Rutman
Secretary
Dated October 3, 1997
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EXHIBIT 99.1
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NEWS RELEASE
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GEON ANNOUNCES AGREEMENT TO ACQUIRE
COMPOUNDER, SYNERGISTICS INDUSTRIES
Cleveland, Ohio - October 2, 1997 -- The Geon Company (NYSE: GON) announced
today that it has entered into a "lock-up" agreement with the holder of all the
voting shares of Synergistics Industries Limited (TSE: SGX) of Mississauga,
Ontario, Canada. The lock-up agreement provides that Geon or a subsidiary will
make a cash tender offer for all the voting and non-voting shares of
Synergistics. The shareholder parties to the lock-up agreement have agreed to
tender all their shares to the bid and not to withdraw them except in certain
circumstances.
The offer price for the voting and non-voting shares will be $22 (CND) per
share, payable in cash. There are approximately 5.3 million shares outstanding
including options, voting and non-voting shares. It is anticipated that the bid
will be mailed to shareholders shortly. Completion of the bid will be subject to
certain terms and conditions, including a minimum tender of 100 percent of the
voting shares and 90 percent of the non-voting shares.
"We believe that Synergistics is an excellent strategic fit for our compound
business," stated William F. Patient, chairman, president and chief executive
officer of Geon. "It will immediately contribute to earnings growth and will
progressively deliver enhanced profitability as we realize greater economies of
scale. In addition to its vinyl compounds, Synergistics complements Geon's
product offering by adding cross-linked polyethylene compounds, thermoplastic
elastomers and plasticizers. Customers will benefit as the strengths of each
company are combined to provide broader and greater service."
Patient noted, "This combination flows from a comprehensive strategic analysis
conducted by Geon's board of directors and senior management team to deliver
greater shareholder value. This transaction continues Geon's strategic
evolution, in which we are placing greater emphasis on growing our more
profitable differentiated businesses while continuing to improve the
productivity and cost-competitiveness of our core resin business."
Synergistics Industries Limited manufactures a broad line of plastic compounds
and liquid plasticizers. Its products are used in construction materials, such
as electrical wire and cable insulation and jacketing, conduit, siding, window
and fencing materials, as well as in a variety of consumer products, such as
medical products, bottles, packaging and outdoor furniture. Synergistics has
more than 500 employees and six manufacturing sites in the United States and
Canada. In 1996, Synergistics reported revenues of $293 million (CND) and net
income of $8 million (CND).
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The Geon Company is one of the largest suppliers of PVC resins in North America,
and is the world's largest merchant provider of PVC compounds. Its products are
widely used in building materials, such as pipe, siding, windows, and flooring,
as well as in components for home appliances, personal computers, electronics
and automobiles. Headquartered in Avon Lake, Ohio, The Geon Company and its
subsidiaries employ 1,600 people, and have 11 manufacturing plants in the United
States and Canada and joint ventures in Europe, Australia and Southeast Asia.
The selling shareholders may withdraw their shares from the lock-up if a bona
fide, fully financed, competing offer of at least $1 more per share over the
price offered by Geon is made prior to the shares being taken up and paid for
and Geon fails to match or better such competing offer within 10 days. If the
selling shareholders deposit their shares to a successful competing offer, then
Synergistics has agreed to pay Geon a fee of $5 million. CIBC Wood Gundy
Security, Inc. is acting as financial advisor to Geon and as soliciting dealer
manager with this transaction.
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Media and Investor Contact: Dennis Cocco
440-930-1538
