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TRIPLE S PLASTICS, INC.
(Name of Registrant as Specified in its Charter)
____________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
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** PRESS RELEASE **
EIMO OYJ STOCK EXCHANGE RELEASE 14.07.2000 09:00
EIMO AND TRIPLE S PLASTICS TO MERGE CREATING GLOBAL SUPPLIER OF
ADVANCED PLASTICS AND SOLUTIONS TO MOBILE COMMUNICATIONS INDUSTRY
LAHTI, FINLAND, VICKSBURG, MICHIGAN, July 14, 2000. -- EIMO OYJ
(HEX:EIMAV) and TRIPLE S PLASTICS, INC. (NASDAQ:TSSS) announced today
that they have entered into a formal merger agreement to create a
global manufacturing company focused on serving the mobile
communications industry and other high growth industries. The merger
unites Eimo's expertise in automation technologies, in-mold decorating
and advanced finishing with Triple S' expertise in state-of-the-art
injection molding and manufacturing efficiencies. Both companies have
a history of bringing highly technical capabilities and solutions to
their respective client bases.
Among the many expected benefits of the merger are opportunities for
the combined company to offer more extensive global service to
existing customers, to combine respective advanced R & D technologies
and skills and to share resources such as tool and automation
manufacturing, which are expected to offer substantial revenue
synergies to the business.
The combined company will be among the world leaders in supplying
mobile communications manufacturers with plastic parts and related
services. With combined revenue and operating income of EUR 178
million (USD 169 million) and EUR 24 million (USD 23 million)
respectively for the latest fiscal year, the company will be well
placed to supply the world's largest mobile communications equipment
manufacturers. The combined company will employ approximately 1,500
people at plants in North America and Europe, serving leading global
telecommunications clients including Alcatel, Elcoteq, Ericsson,
Flextronics, Lucent, Motorola, NEC, Nokia, Philips and Siemens.
Due to the significant growth in the U.S. market the combined
company's sales during the next 12 months are estimated to grow faster
than Eimo's European sales. Based on the significant profitability
increases anticipated at Triple S, both from the growth of its ongoing
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business with increasing focus on mobile communications and through
the added benefits of the merger, the merger is projected to have a
positive impact on Eimo's earnings per share starting in 2001. Total
one-time costs due to the merger are expected to be approximately EUR
1 million (USD 1 million) for Eimo and EUR 2.5 - 5 million (USD 2.5 -
5 million) for Triple S. The companies have agreed that if either one
of the parties withdraws from the merger under certain conditions, a
termination fee of up to USD 6.4 million plus expenses will be payable
to the other side.
Under the terms of the merger agreement Triple S shareholders will
receive a certain number of Eimo shares in the form of American
Depositary Receipts (ADR's) based on an agreed upon exchange ratio.
The final exchange ratio at closing will be determined using the
average closing prices of Eimo's shares in USD on the Helsinki Stock
Exchange calculated using a 15 trading day period ending 3 days prior
to closing. In the event the average price is greater than USD 6.94
the exchange ratio will be set at 4.85 in which case Eimo will issue a
minimum of approximately 23,173,300 ordinary shares (Series A) based
on the number of issued and outstanding Triple S shares and options.
In the event the average price is less than USD 5.00 the exchange
ratio will be set at 5.70 in which case Eimo will issue a maximum of
approximately 27,234,600 shares based on the number of issued and
outstanding Triple S shares and options. In the event the average
price falls between USD 6.94 and USD 5.00 a formula will be used to
determine the exchange ratio where the total transaction value will
range between approximately USD 136 million and USD 161 million. After
the exchange of shares, the holders of the shares and options of
Triple S are expected to own between 33% to 37% of the total shares
and options of Eimo. As a part of the agreement, all Eimo Series K
shares (20 votes each) will be converted one-for-one into ordinary
shares (1 vote each), resulting in a single series of common stock.
In connection with the merger, Eimo will apply for a listing of its
ADRs on the Nasdaq National Market.
The acquisition is subject to approval by the stockholders of Triple S
and Eimo and certain government entities and agencies. The agreement
will be presented for approval at shareholders' meetings of both
companies with closing currently anticipated to occur before the end
of the year. The merger is intended to be tax free to the shareholders
of Triple S and is intended to be accounted for as a pooling-of-
interests under Finnish GAAP.
Eimo and Triple S have pursued similar business strategies in the past
few years. Both have focused extensively on serving the mobile
communication market. Both companies have a long-standing reputation
for quality services such as mold design and manufacture, injection
molding as well as advanced value added processing of plastic
components. Prior to the merger agreement, the two companies have
successfully worked together on several customer-initiated joint
projects.
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Commenting on the acquisition, Mr. Jalo Paananen, Chairman of Eimo,
said, "The Triple S acquisition gives us an entirely new strategic
posture. It is our objective to become the leading global provider of
precision plastic components for the mobile communications industry,
and to provide top-quality plastic products to other major industries
where there is a premium on the ability to deliver highly technical
solutions and advanced materials. By partnering with Triple S
Plastics, we believe we are significantly better-positioned to meet
that goal." In addition, he stated that the Eimo strategic plans
include establishing production facilities in Asia and elsewhere in
the Americas, either through the development of its own facilities,
additional acquisitions or a combination thereof.
Mr. A. Christian Schauer will remain as CEO of Triple S and head of
the U.S. operations. He will also be nominated for election to the
combined Board of Directors of Eimo to serve on the Board following
the merger. "We're excited to gain greater capacity to reach
customers worldwide," Mr. Schauer said. "We're proud of our
reputation for manufacturing top-quality plastic parts in North
America and I believe we complement Eimo's work in Europe and Asia."
Paananen and Schauer also announced the combined company will be led
by a new President and Chief Executive Officer, Mr. Heikki Marttinen
whose appointment was confirmed yesterday by Eimo's Board. Company
officials also said they don't expect to cut staff or close
facilities. Rather, they believe the combined company will ultimately
grow and add personnel and manufacturing facilities. The company's
headquarters will be in Lahti, Finland.
Mr. Daniel B. Canavan and Mr. Victor V. Valentine, Jr., each of whom
is a member of the Triple S management team and a principal
shareholder of Triple S, will also continue in their capacities as
executives of Triple S after the merger. Messrs. Schauer, Canavan,
Valentine, and Mr. David L. Stewart, the former CEO of Triple S, who
together hold more than 50% of the common stock of Triple S, have
agreed to vote their shares in favor of the merger. In addition, Jalo
Paananen, Elmar Paananen, Annamari Jukko and Topi Paananen, all of
whom are principal shareholders of Eimo and who hold directly an
aggregate of 32% of the shares of Eimo, and 74% of the voting power of
Eimo have agreed to vote their shares in favor of the merger. The
principal shareholders named above of both companies, other than Mr.
Stewart, have also entered into a lock-up agreement regarding their
equity holdings in the companies, which agreements will only permit
them, individually, in the case of Messrs. Schauer, Canavan and
Valentine, and as a group, in the case of the four Paananen family
members named above, to dispose of 30% of their individual holdings
beginning on the completion of the merger, an additional 30% beginning
12 months after the completion of the merger, and the remainder of
their shares beginning 24 months after the completion of the merger.
Conventum Corporate Finance Oy has acted as financial advisor and
Smith, Gambrell & Russell, LLP has acted as legal counsel to Eimo.
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Pacific Crest Securities, Inc. has acted as financial advisor and
Schiff Hardin & Waite has acted as legal counsel to Triple S.
About Eimo:
Eimo is a leading European manufacturer of injection molded precision
plastic components for the mobile communications industry. Eimo,
headquartered in Lahti, Finland, has production facilities at five
sites in Finland, as well as in the Netherlands and expects to open a
new production facility in Hungary later this year. Eimo had net
sales of EUR 78 million (USD 74 million) in 1999 and employs
approximately 700 people.
About Triple S:
Triple S is a full-service manufacturer of custom injection molded
plastics, with over 60% of its sales going to the mobile
communications industry. Triple S has manufacturing facilities in
Texas, Michigan and New York in the U.S., had net sales of EUR 100
million (USD 95 million) in the year ended March 31, 2000 and employs
approximately 750 people.
Eimo will be hosting a news conference by Mr. Elmar Paananen,
Executive Vice Chairman, in Hotel Kamp (Mirror Room), Pohjoisesplanadi
29, 00100 Helsinki, 14th July, 11:00 a.m. Finnish time. Slides of the
news conference presentation will be available at the company's
website www.eimo.com.
Contacts:
Elmar Paananen, Eimo Oyj
Tel. + 358 500 503865
www.eimo.com
A. Christian Schauer, Triple S Plastics, Inc.
Tel. + 1 616 327 2224
www.tsss.com
Investors are urged to read the information to be filed with the
United States Securities and Exchange Commission in connection with
the merger, including the proxy material to be sent to the holders of
common stock of Triple S to solicit their approval of the Merger
Agreement and the transactions contemplated thereby and the
registration statement to be filed by Eimo on Form F-4 with respect to
ordinary shares of Eimo to be issued in connection with the
transaction, each of which will include a copy of the Merger Agreement
as an exhibit. Such documents, when filed, will be available free of
charge from the SEC website at www.sec.gov.
This press release includes statements that constitute forward-looking
statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. This information involves
risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements. For certain
information regarding these risks and uncertainties, reference is made
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to Eimo's March 1999 Offering Circular for 5,000,000 share combined
offering (copies of which are available from Eimo upon written
request) and Triple S' Annual Report on Form 10-K for the year ended
March 31, 2000.
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