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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
SAFETY 1ST, INC.
(NAME OF SUBJECT COMPANY)
SAFETY 1ST, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
786475103
(CUSIP NUMBER OF CLASS OF SECURITIES)
MICHAEL LERNER
SAFETY 1ST, INC.
45 DAN ROAD
CANTON, MA 02021
(NAME AND ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
Copy to:
STUART M. CABLE, P.C.
JOSEPH L. JOHNSON III, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
[x] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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FOR IMMEDIATE RELEASE
DOREL SIGNS AGREEMENT TO ACQUIRE SAFETY 1ST
STRONG BRAND AWARENESS WILL BOOST DOREL'S JUVENILE SEGMENT
Montreal, April 24, 2000 -- Dorel Industries Inc. (TSE: DII.A, DII.B; NASDAQ:
DIIBF) today announced it has signed an agreement to purchase Safety 1st, Inc.
(NASDAQ: SAFT), of Canton, Massachusetts, a leading marketer and developer of
juvenile products. The acquisition of Safety 1st will be Dorel's largest-ever.
Dorel will commence a tender offer to purchase all of the outstanding shares of
Safety 1st at US$13.875 per share. Upon completion of the tender offer, Dorel
will consummate a second-step merger in which all remaining Safety 1st
stockholders also will receive US$13.875 per share.
The Board of Directors of Safety 1st has approved the transaction. In connection
with the Board's approval of the transaction, Goldman, Sachs & Co. delivered its
opinion that the transaction was fair from a financial point of view to Safety
1st stockholders. In addition, certain stockholders of Safety 1st which control
shares representing approximately 60% of the issued and outstanding shares of
Safety 1st, have agreed to tender their shares in Dorel's offer. Completion of
the tender offer and the merger are subject to customary conditions. The tender
offer will be made pursuant to definitive documents to be filed with the
Securities and Exchange Commission.
Dorel President and Chief Executive Officer, Martin Schwartz, said Dorel has
been actively pursuing acquisition opportunities for some time, but did not want
to compromise the organization's tradition of selective and disciplined
purchases. "Safety 1st fits our criteria perfectly. It is a leader in a sector
we know intimately, complements our existing juvenile product lines and has
built one of the best known and respected brands. When combined with Cosco, our
existing juvenile operation, it will place Dorel in a significant position of
strength in the fast growing $5 billion retail juvenile products industry." The
Company has entered into a commitment to finance the acquisition through a new
lending facility led by the Royal Bank of Canada.
ABOUT SAFETY 1ST
Safety 1st has established a reputation for unique, feature-rich, quality
products providing real value for the consumer. The Company is a leading source
of child safety products, nursery monitors, booster seats, bathtubs, infant
health and convenience products. Safety 1st currently distributes over 200
products to more than 1,000 retailers worldwide. Safety 1st was the first
company to identify "child safety" as a category within the industry, has more
than a 50% market share in the industry and it is recognized as the juvenile
safety expert. It was Safety 1st that first conceived the "Baby On Board"
vehicle signs.
For the year ended January 1, 2000, Safety 1st's net sales increased 30% to
US$158 million, compared to US$121 million the previous year. Net income before
an extraordinary charge was US$5.1 million or US$0.57 per diluted common share,
compared to a net loss of US$1.0 million or a net loss of $0.14 per diluted
common share, for fiscal 1998. In recently announced results for the first
quarter of 2000, sales increased 25% over the prior year to US$49.9 million,
while net income, available to common shareholders, increased a corresponding
75%.
Safety 1st Chairman and Chief Executive Officer, Michael Lerner, said he is very
pleased with the transaction. "We have had several discussions with Dorel's top
management and we are entirely comfortable with their business philosophy and
their plans to grow both companies."
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STRONG BRAND RECOGNITION
In a recent Parents Magazine survey, Safety 1st ranked 11th in quality out of
107 of the most recognized brands in the United States, ranging from consumer
products to automobiles to retail chains. It ranked 4th in the juvenile category
itself. "Safety 1st has the leading market share in major product categories as
a result of its proven ability to identify new trends and innovate unique
products. Historically Safety 1st's new product introductions gain meaningful
market share within the first year," stated Mr. Schwartz.
Dorel has a history of growth through successfully integrating various
acquisitions. The first was Cosco in 1988, followed by Charleswood in 1990,
Maxi-Miliaan in 1994 and Ameriwood Industries in 1998. "There are immediate
synergies that can be realized with Safety 1st and the company is profitable. It
presents many of the same benefits we experienced when we purchased
Maxi-Miliaan," concluded Mr. Schwartz.
DOREL PROFILE
Dorel is a rapidly growing, consumer products manufacturer specializing in three
product areas: ready-to-assemble (RTA) furniture, juvenile products and home
furnishings. Dorel's product offerings include a wide variety of RTA furniture
for home and office use; juvenile products such as infant car seats, strollers,
high chairs, toddler beds and cribs; and home furnishings such as metal folding
chairs, tables, bunk beds, futons and step stools.
Dorel employs more than 3,500 people in nine countries. Major North American
facilities are located in Montreal, Quebec; Cornwall, Ontario; Columbus,
Indiana; Wright City, Missouri; Tiffin, Ohio; Dowagiac, Michigan; Cartersville,
Georgia; Fort Smith, Arkansas and San Diego, California. The Company's major
divisions in the United States include Cosco, Ameriwood and Infantino. In
Canada, Dorel operates Ridgewood and Dorel Home Products. European operations
are carried out through Maxi-Miliaan B.V. in the Netherlands and Dorel (U.K.)
Ltd. in the United Kingdom.
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Other important information:
The tender offer described in this announcement for the outstanding shares of
Safety 1st has not yet commenced. As soon as the tender offer commences, we will
file a solicitation/recommendation statement with the Securities and Exchange
Commission (SEC). You should read this document when it becomes available
because it will contain important information about the tender offer. You can
obtain the solicitation/recommendation statement and other documents that are
filed with the SEC for free on the SEC's web site at: www.sec.gov. If you write
us or call us, we will send you the solicitation/recommendation statement for
free when it is made available.
Except for the historical information contained herein, this press release
contains statements that constitute forward-looking statements, as defined in
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
inherently involve risks and uncertainties that could cause actual results to
differ materially from the forward-looking statements. Factors that may cause or
contribute to such differences include, among other things, the Company's
ability to close the proposed transaction. Other risks and uncertainties include
changes in business conditions and the economy in general, changes in
governmental regulations, unforeseen litigation and other risk factors
identified in the Company's public filings. The Company undertakes no
obligation to update these forward-looking statements for revisions or
changes after the date of this press release.
For further information:
Dorel contact: Jeffrey Schwartz
Tel: (514) 934-3034
Rick Leckner
Tel: (514) 731-0000
Safety 1st Contact: Kara DiCamillo
Investor Relations
Media: Stacy Roth
Morgen-Walke Associates
Tel: (212) 850-5600
