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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 2)
------------------------
ANSALDO SIGNAL N.V.
(NAME OF SUBJECT COMPANY)
ANSALDO TRASPORTI S.P.A.
(NAME OF FILING PERSON)
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COMMON SHARES, NOMINAL VALUE NLG .01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
------------------------
NO5515 10 6
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
CHIEF EXECUTIVE OFFICER
ANSALDO TRASPORTI S.P.A.
VIA NUOVA DELLE BRECCE 260
80147 NAPLES, ITALY
TELEPHONE: 011 (39) 81-5650 111
FACSIMILE: 011 (39) 81 5650 369
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON)
------------------------
CALCULATION OF FILING FEE*
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$15,136,875 $3,027.38
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* Estimated for purposes of calculating the amount of the filing fee only. This
amount assumes the purchase of 3,737,500 shares of common stock, NLG .01
nominal value (the "Common Shares"), of Ansaldo Signal N.V. at a price of
$4.05 per Common Share in cash. Such number of Common Shares represents the
number of outstanding Common Shares not owned by Ansaldo Trasporti S.p.A. as
of February 18, 2000. The amount of the filing fee calculated in accordance
with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended,
equals 1/50th of one percent of the value of the transaction.
/ / CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11
(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY
PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE
FORM OR SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid:..................................... Not applicable.
Form or Registration No.:................................... Not applicable.
Filing Party:............................................... Not applicable.
Date Filed:................................................. Not applicable.
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/x/ third party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/x/ going private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
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This Tender Offer Statement on Schedule TO relates to the offer by Ansaldo
Trasporti S.p.A., an Italian corporation ("Purchaser"), to purchase all of the
outstanding common shares, nominal value NLG .01 per share (each a "Common
Share"), of Ansaldo Signal N.V., a corporation organized under the laws of The
Netherlands (the "Company"), not already owned by the Purchaser at $4.05 per
Common Share, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated February 18,
2000 (the "Offer to Purchase"), a copy of which is attached hereto as Exhibit
(a)(1), and in the related Letter of Transmittal, a copy of which is attached
hereto as Exhibit (a)(2) (the "Letter of Transmittal").
The information in the Offer to Purchase and the related Letter of
Transmittal is incorporated herein by reference in answer to items 1 through 11
and item 13 of Schedule TO, including, without limitation, all of the
information required by Schedule 13E-3 that is not included or covered by the
items in Schedule TO.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase dated February 18, 2000
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Press Release issued by Purchaser, dated January 24, 2000.
(a)(8) Press Release issued by Purchaser, dated February 7, 2000.
(b) None.
(c)(1) Written Fairness Opinion of ING Barings LLC, dated February 17, 2000
(incorporated by reference to Annex B of the Offer to Purchase
attached hereto as Exhibit (a)(1)).
(c)(2) Written Fairness Presentation of ING Barings LLC.
(d)(1) Registration Rights Agreement, dated as of November 13, 1996,
between the Company and Purchaser (incorporated by reference to
Exhibit 10.1 of the Company's Registration Statement on Form F-4
(Registration No. 333-6034)).
(d)(2) Preemptive Rights Agreement, dated as of November 13, 1996, between
the Company and the Purchaser (incorporated by reference to Exhibit
10.2 of the Company's Registration Statement on Form F-4
(Registration No. 333-6034)).
(d)(3) Option Agreement, dated as of November 13, 1996, between the Company
and the Purchaser (incorporated by reference to Exhibit 10.3 of the
Company's Registration Statement on Form F-4 (Registration No.
333-6034)).
(f) None.
(g) None.
(h) None.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 18, 2000
ANSALDO TRASPORTI S.p.A.
By: /s/ DOTT. LUIGI ROTH
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Name: Dott. Luigi Roth
Title: Chief Executive Officer
After due inquiry and to the best of my knowledge and belief, I certify
that the information required by Schedule 13E-3 with respect to the subject
company that is set forth in this statement is true, complete and correct.
Date: February 18, 2000
ANSALDO SIGNAL N.V.
By: /s/ JAMES N. SANDERS
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Name: James N. Sanders
Title: Chief Executive Officer
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INDEX TO EXHIBITS
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EXHIBIT PAGE
NUMBER DESCRIPTION NO.
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(a)(1) Offer to Purchase dated February 18, 2000.........................................................
(a)(2) Letter of Transmittal.............................................................................
(a)(3) Notice of Guaranteed Delivery.....................................................................
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees..................
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees..........................................................................................
(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.............
(a)(7) Press Release issued by Purchaser, dated January 24, 2000.........................................
(a)(8) Press Release issued by Purchaser, dated February 7, 2000.........................................
(b) None..............................................................................................
(c)(1) Written Fairness Opinion of ING Barings LLC dated February 17, 2000 (incorporated by reference to
Annex B of the Offer to Purchase attached hereto as Exhibit (a)(1))...............................
(c)(2) Written Fairness Presentation of ING Barings LLC..................................................
(d)(1) Registration Rights Agreement, dated as of November 13, 1996, between the Company and Purchaser
(incorporated by reference to Exhibit 10.1 of the Company's Registration Statement on Form F-4
(Registration No. 333-6034))......................................................................
(d)(2) Preemptive Rights Agreement, dated as of November 13, 1996, between the Company and the Purchaser
(incorporated by reference to Exhibit 10.2 of the Company's Registration Statement on Form F-4
(Registration No. 333-6034))......................................................................
(d)(3) Option Agreement, dated as of November 13, 1996, between the Company and the Purchaser
(incorporated by reference to Exhibit 10.3 of the Company's Registration Statement on Form F-4
(Registration No. 333-6034))......................................................................
(f) None..............................................................................................
(g) None..............................................................................................
(h) None..............................................................................................
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EXHIBIT (A)(1)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
OF
ANSALDO SIGNAL N.V.
AT
$4.05 NET PER SHARE
BY
ANSALDO TRASPORTI S.P.A.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON MONDAY, MARCH 20, 2000, UNLESS THE OFFER IS EXTENDED.
SHARES WHICH ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN
AT ANY TIME PRIOR TO THE EXPIRATION DATE.
EACH OF THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD,
INCLUDING EACH OF THE MEMBERS OF THE INDEPENDENT COMMITTEE OF THE SUPERVISORY
BOARD, HAS DETERMINED THAT THE TERMS OF THE OFFER ARE FAIR TO, AND IN THE BEST
INTERESTS OF, THE COMPANY'S SHAREHOLDERS AND RECOMMENDS THAT SHAREHOLDERS ACCEPT
THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS SUBJECT TO THE CONDITIONS SET FORTH IN THIS OFFER TO
PURCHASE. SEE "THE OFFER, SECTION 12--CONDITIONS TO THE OFFER."
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE MERITS OR THE FAIRNESS OF SUCH TRANSACTION
NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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IMPORTANT
Any shareholder who desires to tender all or any portion of such
shareholder's Shares (as defined herein) should either (i) complete and sign the
Letter of Transmittal (or facsimile thereof) in accordance with the instructions
in the Letter of Transmittal, have such shareholder's signature thereon
guaranteed if required by Instruction 1 to the Letter of Transmittal, mail or
deliver the Letter of Transmittal (or a facsimile thereof) and any other
required documents to the Depositary and either deliver the certificates for
such Shares to the Depositary or tender such Shares pursuant to the procedures
for book-entry transfer set forth in "THE OFFER, Section 3--Procedure for
Tendering Shares" or (ii) request such shareholder's broker, dealer, commercial
bank, trust company or other nominee to effect the transaction for such
shareholder. Any shareholder whose Shares are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee must contact
such broker, dealer, commercial bank, trust company or other nominee to tender
such Shares.
Any shareholder who desires to tender Shares and whose certificates
representing such Shares are not immediately available, or who cannot comply
with the procedures for book-entry transfer on a timely basis, or who cannot
deliver all required documents to the Depositary prior to the expiration of the
Offer, may tender such Shares by following the procedures for guaranteed
delivery set forth in "THE OFFER, Section 3--Procedure for Tendering Shares."
Questions and requests for assistance may be directed to the Information
Agent at the address and telephone numbers set forth on the back cover of this
Offer to Purchase. Requests for additional copies of this Offer to Purchase, the
Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Information Agent. A shareholder also may contact brokers,
dealers, commercial banks or trust companies for assistance concerning the
Offer.
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The Information Agent for the Offer is:
MORROW & CO., INC.
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The Dealer Manager for the Offer is:
SCHRODER & CO. INC.
The date of this Offer to Purchase is February 18, 2000
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SUMMARY TERM SHEET
We are providing this summary term sheet for your convenience. It
highlights the most material information from the Offer to Purchase, but you
should realize that it does not describe all of the details of the tender offer
to the same extent as the Offer to Purchase. We urge you to read the entire
Offer to Purchase because it contains the full details of the tender offer. We
have included references to the sections of the Offer to Purchase where a more
complete discussion is set forth.
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Who is offering to purchase my common
shares?................................. Ansaldo Trasporti S.p.A., which currently owns approximately 81.7% of
the outstanding common shares of Ansaldo Signal N.V., is offering to
purchase your common shares of Ansaldo Signal. See Introduction.
What will the purchase price for the
common shares be?....................... The purchase price for the common shares will be $4.05 per share. See
"THE OFFER, Section 1--Terms of the Offer."
How many common shares will Ansaldo
Trasporti purchase?..................... Ansaldo Trasporti will purchase up to 3,737,500 common shares, or
approximately 18.3% of the outstanding common shares, of Ansaldo
Signal, in the tender offer. See "THE OFFER, Section 1--Terms of the
Offer."
How will Ansaldo Trasporti pay for the
common shares?.......................... Ansaldo Trasporti intends to finance the tender offer with funds
obtained from new or existing credit lines or through a loan from its
parent, Finmeccanica S.p.A., or another affiliate. See "THE OFFER,
Section 10--Source and Amount of Funds."
How long do I have to tender my common
shares?................................. You may tender your common shares until the tender offer expires. The
tender offer will expire on Monday, March 20, 2000, at 5:00 p.m., New
York City time. See "THE OFFER, Section 1--Terms of the Offer."
How will I be notified if Ansaldo
Trasporti extends the tender offer?..... Ansaldo Trasporti will issue a press release by 9:00 a.m., New York
City time, on the business day after the previously scheduled
expiration date, if Ansaldo Trasporti decides to extend the tender
offer. See "THE OFFER, Section 1--Terms of the Offer."
Are there any conditions to the tender
offer?.................................. The tender offer is subject to a recommendation in favor of the offer
by the Ansaldo Signal Management and Supervisory Boards and the
Independent Committee of the Supervisory Board, all of which have
been given. In addition, the offer is subject to the absence of
judicial and governmental action prohibiting the offer and any
materially adverse change in Ansaldo Signal's condition, business or
prospects. See "THE OFFER, Section 12--Conditions to the Offer."
How do I tender my common shares?......... To tender your common shares, before the tender offer expires:
o You must inform your broker of your decision to sell your shares of
Ansaldo Signal so that The Bank of New York receives a confirmation
of receipt of your common shares by book-entry transfer; or
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o If you hold physical share certificates, you must deliver your
share certificate(s) and a properly completed and duly executed
letter of transmittal to The Bank of New York at the address
appearing on the back cover of this document; or
o You or your broker must comply with the guaranteed delivery
procedure.
See "THE OFFER, Section 3--Procedure for Tendering Shares" and the
instructions to the letter of transmittal.
Once I have tendered common shares in the
offer, can I withdraw my tender?........ You may withdraw any common shares you have tendered at any time
before 5:00 p.m., New York City time, on Monday, March 20, 2000 or,
if Ansaldo Trasporti extends the tender offer, the date to which the
Offer is extended. Unless the common shares you have tendered have
been previously purchased by Ansaldo Trasporti, you may also withdraw
your common shares after 5:00 p.m., New York City time, on Monday,
April 17, 2000. If Ansaldo Trasporti announces a subsequent offering
period, any shares tendered during such period may not be withdrawn.
See "THE OFFER, Section 4--Withdrawal Rights."
Is this tender offer the first step in a
going private transaction?.............. Yes. The tender offer by Ansaldo Trasporti is the first step in a
going private transaction. Ansaldo Trasporti will seek to delist the
common shares of Ansaldo Signal from the Nasdaq National Market and
terminate registration of the common shares under the Securities
Exchange Act of 1934 as soon after the completion of the tender offer
as the requirements for such delisting and termination are met.
Termination of registration of the common shares would substantially
reduce the information required to be furnished by Ansaldo Signal to
its shareholders and would lead to delisting. See "THE OFFER,
Section 7--Effect of the Offer on the Market for the Shares; Stock
Listing; Exchange Act Registration."
What will Ansaldo Trasporti do if it does
not succeed in acquiring all of the
outstanding common shares of Ansaldo
Signal not presently owned by it?....... If Ansaldo Trasporti does not acquire the entire equity interest in
Ansaldo Signal upon consummation of the tender offer, Ansaldo
Trasporti may choose to take any or all of the following actions:
o at such time as Ansaldo Trasporti acquires at least 95% of the
share capital of Ansaldo Signal, Ansaldo Trasporti may pursue a
compulsory acquisition of any remaining minority common shares
pursuant to Dutch law;
o Ansaldo Trasporti may seek to further integrate Ansaldo Signal into
the corporate structure of Ansaldo Trasporti and its affiliates by
selling all or part of the assets or shares of Ansaldo Signal or
any of its subsidiaries to Ansaldo Trasporti or its affiliates;
o Ansaldo Trasporti may seek the dissolution of Ansaldo Signal after
any sale of substantially all of its assets; and
o Ansaldo Trasporti may approve a merger of Ansaldo Signal into one
or more of the subsidiaries of Ansaldo Trasporti or one of its
affiliates.
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Ansaldo Trasporti cannot assure shareholders that it will undertake
any of the actions described above or that holders who do not tender
their common shares pursuant to the tender offer will receive any
consider-ation for their common shares from Ansaldo Trasporti at any
subsequent time. See "SPECIAL FACTORS, Section 5--Plans for the
Company."
Has the Management Board or Supervisory
Board of Ansaldo Signal adopted a
position on the tender offer?........... Each of the members of the Management Board and Supervisory Board,
including each of the members of the Independent Committee of the
Supervisory Board, has determined that the terms of the tender offer
are fair to, and in the best interests of, the holders of common
shares and recommends that the shareholders of Ansaldo Signal accept
the offer and tender their common shares pursuant to the tender
offer.
When will Ansaldo Trasporti pay for the
common shares I tender?................. Ansaldo Trasporti will pay the purchase price for the shares it
purchases promptly after the expiration of the tender offer, or any
extension of it. If Ansaldo Trasporti announces a subsequent offering
period, Ansaldo Trasporti will promptly pay the purchase price for
any shares tendered during such period.
Will I have to pay brokerage commissions
if I tender my shares?.................. If you are a registered shareholder and you tender your shares
directly to The Bank of New York, you will not incur any brokerage
commissions. If you hold shares through a broker or bank, Ansaldo
Trasporti urges you to consult your broker or bank to determine
whether transaction costs are applicable.
Who can I talk to if I have questions?.... Our information agent, Morrow & Co., Inc., can help answer your
questions regarding this tender offer. You may call our information
agent toll free at (800) 566-9061 or collect at (212) 754-8000. Banks
and brokerage firms should call our information agent at (800)
662-5200 with any questions.
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TABLE OF CONTENTS
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PAGE
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INTRODUCTION ......................................................................................... 1
SPECIAL FACTORS ...................................................................................... 2
1. Background of the Offer................................................................ 2
2. Recommendation of the Independent Committee and the Company............................ 8
3. Fairness Opinion of ING Barings LLC.................................................... 9
4. Purpose of the Offer................................................................... 14
5. Plans for the Company.................................................................. 14
6. Position of the Purchaser Regarding Fairness of the Offer.............................. 16
THE OFFER ............................................................................................ 17
1. Terms of the Offer..................................................................... 17
2. Acceptance for Payment................................................................. 18
3. Procedure for Tendering Shares......................................................... 18
4. Withdrawal Rights...................................................................... 21
5. Certain Tax Consequences............................................................... 21
6. Price Range of the Shares; Dividends on the Shares..................................... 23
7. Effect of the Offer on the Market for the Shares; Stock Listing; Exchange Act
Registration........................................................................... 23
8. Certain Information Concerning the Company............................................. 24
9. Certain Information Concerning Parent and Purchaser.................................... 26
10. Source and Amount of Funds............................................................. 28
11. Dividends and Distributions............................................................ 29
12. Conditions to the Offer................................................................ 29
13. Certain Legal Matters.................................................................. 30
14. Fees and Expenses...................................................................... 30
15. Miscellaneous.......................................................................... 30
ANNEX A Information Concerning Directors and Executive Officers of Purchaser
and Parent............................................................................. 31
ANNEX B Fairness Opinion, dated February 17, 2000, of ING Barings LLC.......................... 33
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i
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To the Holders of Common Shares of Ansaldo Signal N.V.:
INTRODUCTION
Ansaldo Trasporti S.p.A, an Italian corporation ("Purchaser"), hereby
offers to purchase all outstanding shares of common stock, nominal value NLG
0.01 per share (the "Shares"), of Ansaldo Signal N.V., a corporation organized
and existing under the laws of The Netherlands (the "Company" or "Ansaldo
Signal"), not already owned by Purchaser at a price of $4.05 per Share (the
"Offer Price"), net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in this Offer to Purchase and in the related
Letter of Transmittal (which, together with any amendments or supplements hereto
or thereto, collectively constitute the "Offer"). Unless otherwise indicated
herein, all references to "U.S. Dollars," "dollars," "US$" or "$" are to the
currency of the United States and all references to "Dutch guilders" or "NLG"
are to the currency of the Netherlands, and all references to "FF" are to the
currency of France.
Tendering shareholders who have Shares registered in their own name and who
tender directly to the Depositary (as defined below) will not be obligated to
pay brokerage fees or commissions or, except as set forth in Instruction 6 of
the Letter of Transmittal, transfer taxes on the sale of Shares pursuant to the
Offer. Purchaser will pay all fees and expenses of Morrow & Co., Inc., which is
acting as the Information Agent (the "Information Agent"), the Bank of New York,
which is acting as the Depositary (the "Depositary"), and Schroder & Co. Inc.,
which is acting as Dealer Manager ("Schroders"), incurred in connection with the
Offer. See "THE OFFER, Section 14--Fees and Expenses."
The Offer is conditioned upon, among other things, an affirmative
recommendation of the Offer to the shareholders of the Company by the Managing
Board, the Supervisory Board and the committee of independent members of the
Supervisory Board formed by the Supervisory Board to evaluate the Offer (the
"Independent Committee"), which has been received. The Offer is not conditioned
upon a minimum number of Shares being tendered or upon obtaining financing.
EACH OF THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD,
INCLUDING EACH OF THE MEMBERS OF THE INDEPENDENT COMMITTEE OF THE SUPERVISORY
BOARD, (I) HAS DETERMINED THAT THE TERMS OF THE OFFER ARE FAIR TO, AND IN THE
BEST INTERESTS OF, THE HOLDERS OF THE SHARES AND OTHER RELEVANT CONSTITUENCIES,
THE COMPANY'S SUBSIDIARIES AND THE ENTERPRISES CARRIED ON BY THE COMPANY AND ITS
SUBSIDIARIES AND (II) RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS ACCEPT THE
OFFER AND TENDER THEIR SHARES PURSUANT THERETO.
ING Barings LLC ("ING Barings") has delivered to the Independent Committee
of the Supervisory Board its opinion, dated as of February 17, 2000 (the
"Fairness Opinion"), to the effect that, as of such date and based upon and
subject to certain matters stated therein, the consideration to be received by
the holders of Shares is fair from a financial point of view to such holders.
The full text of the Fairness Opinion, which sets forth the assumptions made,
matters considered and limitations on the review undertaken, is attached as
Annex B to this Offer to Purchase and as an exhibit to the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"),
which has been filed by the Company with the Securities and Exchange Commission
(the "Commission") in connection with the Offer. Holders of Shares are urged to,
and should, read the Fairness Opinion carefully in its entirety. The Fairness
Opinion is directed only to the fairness of the consideration to be received by
the holders of Shares from a financial point of view. The Fairness Opinion does
not constitute a recommendation to any holder of Shares as to whether such
holder should tender Shares pursuant to the Offer.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER.
1
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SPECIAL FACTORS
1. BACKGROUND OF THE OFFER.
The Purchaser is 56% owned by Finmeccanica S.p.A., an Italian corporation
(the "Parent"), which is listed on the Italian Telematic Stock Exchange
("Telematico"). The Parent is one of the leading industrial groups in Italy. The
Purchaser, also listed on the Telematico, is engaged in the design, construction
and supply of railway and mass transit vehicles and electrified transport
systems. The Purchaser is a leading supplier to the Italian rolling stock and
rail and urban transit market and one of the major international operators in
the sector. The Company was formed on November 13, 1996 to combine the railway
signaling and automation business investments of the Purchaser. See "THE OFFER,
Section 9--Certain Information Concerning Purchaser and Parent."
Alternative Transactions. Over the last several years, the Company and the
Purchaser have considered various third party joint venture or merger
alternatives to increase shareholder value while at the same time enhancing the
strategic position of the Company, its business prospects, operations and
results.
Due to its extensive activities in the rail transportation industry, the
Purchaser has consistently considered the Company a core strategic investment
which is not for sale. Nor has the Purchaser ever been interested in selling
even a minority interest simply for cash. Nevertheless, over the last two years,
the Company, the Purchaser and the Parent have been approached by various other
companies active in the railway signaling, automation and control systems
sector, including six of its major competitors, to ascertain the Purchaser's
interest in selling the Company or a controlling position in the Company.
The Purchaser and the Company have responded to such overtures by proposing
consideration of a merger or joint venture arrangement. Such arrangements would
be designed to expand and improve the Company's strategic position in its
industrial sector, while preserving for the Purchaser a controlling or at least
50% ownership position in a larger entity, consistent with the Purchaser's
strategic interest in the sector.
In each case, such an arrangement ultimately was not acceptable to the
other industrial entity. No third party ever delivered a firm offer to the
Company which articulated price and other fundamental terms, and no
understandings or agreements, either final or tentative, were ever reached. On
one occasion, an industrial entity subsequently changed its position and
indicated it was open to consider a 50/50 joint venture arrangement, but
follow-up discussions were inconclusive and the project was eventually abandoned
by both parties. When an overall joint venture structure proved not to be
feasible, the Company sometimes proposed joint ventures restricted to a specific
product area, but none of such discussions proved fruitful.
No merger or joint venture discussions are continuing at this time. All
such discussions over the past two years were complicated by the challenges all
those in the industry were facing. These challenges, which often resulted in
changes in management and strategic direction, made it difficult to evaluate the
relative risks and benefits of any merger or joint venture proposal as well as
to carry on negotiations.
Going Private Transaction. While considering such merger and joint venture
alternatives, due to the difficult business environment for railway signaling
automation and control systems and products in the Company's principal markets,
consolidation and increased competition in the industry, and the limited
liquidity provided by the relatively small public float of the Shares, the
Purchaser and the Company concluded that they should also investigate the
possibility of the Company going private.
The Company and the Purchaser determined that, as a wholly-owned
subsidiary, the Company would have greater access to funding through the
Purchaser and the Parent, the flexibility to realign its business relationships
with the Purchaser and its affiliates and the ability to invest in its future by
focusing on the long-term interests of the Company with less concern for the
short term impact that any action might have on the operating results or share
price of the Company. Such a going private transaction could potentially create
value for the public shareholders of the Company through a premium purchase
price, value for the Company as an enterprise by providing cost savings and
access to the liquidity it needs and value for the Purchaser through the ability
to restructure and realign the transportation companies owned by the Parent.
By the end of 1997 the management of the Company had become concerned about
the stock market performance of the Shares. Management's concern was expressed
at various meetings of the Board of Supervisory Directors of the Company during
that year. The Company also approached Schroders, which had
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been having informal discussions with the Parent about its transportation
activities generally, at various times during 1997 to discuss its business plan
and the performance of its Shares.
While not being formally retained to advise the Purchaser until its Board
meeting on January 24, 2000, Schroders served as advisor to the Parent in
connection with its 1998 capital increase in connection with which it did a due
diligence review of the Company. Following various discussions during May 1998
with management of the Company, Schroders outlined for the Company, the
Purchaser and the Parent the various alternatives available to the Company,
including a going private transaction, a sale of the Company and maintaining the
status quo. Subsequently, in June 1998, the management of the Company met with
Schroders in Pittsburgh, PA at which time management urged Schroders to consider
further the going private alternative while the Company pursued the alternative
transactions noted above. In July 1998, representatives of Schroders met with
representatives of Morgan, Lewis & Bockius LLP ("Morgan Lewis") to discuss the
mechanics of alternative structures for going private, including in particular a
sale of assets or a tender.
During the late summer and fall of 1998, management of the Company and
Schroders had various discussions regarding the Company's performance and
updated forecasts. In September 1998, Schroders had teleconferences with
representatives of the Company and the Parent to discuss the process of going
private. Following such discussions, in October 1998 the Purchaser and the
Parent determined not to take the Company private.
Notwithstanding the decision of the Purchaser and the Parent not to take
the Company private, the management of the Company continued to stress the
benefits of a going private transaction to representatives of the Purchaser and
the Parent. At a meeting of the Supervisory Board of the Company on
November 24, 1998, management's investor relations report dealt at length with
issues such as the limited public float of the Shares, both in absolute terms
and as a percentage of the Company's entire share capital. The two members of
the Supervisory Board not affiliated with the Company, the Purchaser or the
Parent stated at the meeting their view of the importance of enhancing
shareholder value as a primary objective for the Company. By resolution of the
Supervisory Board, the Management Board was directed to work with the Purchaser
to optimize the value of the Company for its shareholders.
In April 1999, Mr. Larry Rosenfeld and Mr. Mark Santo were elected as the
new outside members of the Supervisory Board of the Company. Mr. Rosenfeld had
been the chief executive officer of a Nasdaq listed company in which the Parent
held a minority investment and was represented on its Board of Directors until
December 1998. Mr. Santo had been group vice president and general counsel of a
Dutch company listed on the New York Stock Exchange, which had been majority
owned by the Parent until its sale in January 1999. At the organizational
meeting of the new Supervisory Board in Rome on April 27, 1999, Messrs.
Rosenfeld and Santo, as well as Dr. Bruno Bigliardo of the Purchaser, were
elected as the audit committee of the Supervisory Board of the Company ("Audit
Committee").
For the benefit of the new Supervisory Board, at the April 27 meeting
management reviewed in detail the state of the business of the Company, its
financial results, cash flows, treasury activities and liquidity requirements.
Management also made an investor relations report as to the performance of the
Company's Shares and the Company's relationship with the investment community.
The report again recommended pursuing the possibility of a going private
transaction as well as the alternative transactions described above. During
April and May, Schroders performed additional financial due diligence on the
Company, including a review of Company's forecasts and the activities of the
Company's competitors. The Parent and the Purchaser decided to pursue the
alternative merger and joint venture discussions as noted above.
On October 12, 1999, a meeting of the Audit Committee considered in detail
the current state of the Company's business, including in particular its key
contracts, which are either large, long term contracts or involve new
technologies, or both. Immediately following the Audit Committee meeting, the
independent members of the Audit Committee met with a major shareholder of the
Company with whom they had previously had informal contact. The shareholder
stressed the need for the Company to take action to realize shareholder value.
The shareholder subsequently confirmed its views in writing. The two independent
members of the Audit Committee requested a meeting with Dr. Luigi Roth, the
chief executive officer of the Purchaser, and Dr. Giuseppe Bono, the chief
operating officer of the Parent. At a meeting in Rome with Dr. Roth and
Dr. Bono on October 26, 1999, the independent directors noted that the
alternative transactions considered by the Company
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and the Parent had not proved fruitful and they urged the Purchaser and the
Parent to consider favorably a going-private transaction.
In early November the Purchaser indicated that it would defer any decision
on the matter until January 2000, after the Company's year end results were
better known and after consummation of a major recapitalization of the Parent,
expected to occur at year end.
At the December 15, 1999 Supervisory Board meeting of the Company, the
Board discussed the views that a major shareholder of the Company had again
expressed in writing, this time to the Chairman of the Supervisory Board, Ing.
Alberto Rosania. The shareholder suggested that the Company should not continue
as a public company and requested that the Board be made aware of its views.
On January 11, 2000, a meeting of the Audit Committee in Pittsburgh, PA
reviewed management's expectations as to year end results, developments in the
Company's key contracts, the Company's liquidity requirements and new
projections prepared by management. Again the two independent members noted that
several major shareholders were now urging the Company to take immediate
concrete steps to provide value to its public shareholders. The Company
subsequently provided its new projections to Schroders.
A meeting of the Supervisory Board to review the year end situation of the
Company and the Company's Strategic Plan, as well as to update the whole
Supervisory Board on the views being expressed by the Company's public
shareholders to its independent members, was subsequently called and held in
Rome on January 19, 2000. In addition to discussing the foregoing topics,
Mr. Rosenfeld indicated to the Board that he and Mr. Santo as the two
independent members of the Board, would immediately after the Board meeting
strongly recommend to Dr. Roth a going private transaction in which the
Purchaser would acquire all the Shares of the Company not presently owned by the
Purchaser.
Mr. Rosenfeld then met with Dr. Roth. Mr. Santo, the other independent
member of the Supervisory Board of the Company, participated in that meeting via
telephone conference. At that meeting Messrs. Rosenfeld and Santo made various
points in favor of the Purchaser acquiring the rest of the Company. These
reasons included the fact that a wholly-owned subsidiary of the Purchaser would
give the Purchaser greater flexibility in integrating the business of the
Company with that of the Purchaser to reposition both companies better in a
market that is consolidating, with most railway signaling companies having now
become divisions of much larger enterprises. In addition they pointed to the
strained liquidity position of the Company and its increasing reliance on the
credit of the Purchaser, resulting in the Purchaser gradually becoming
responsible for 100% of the capital needs of the Company while benefiting from
only 81.7% of the equity.
The independent directors also noted that they believed the minority
shareholders, whose interests they especially had in mind, would like the
Purchaser to offer to buy them out in light of the strategic and liquidity
issues facing the Company, including the large and difficult long-term contracts
it was currently undertaking, its declining share price, the low share trading
volume, and the fact that no one else was likely to buy out the minority
position in the Company. They further stated that various shareholders had
explicitly conveyed their desire for a buyout.
On January 20, 2000, due to unusual activity in the trading in the
Company's shares, the Purchaser determined to expedite its decision making
process. A board meeting was accordingly called for Monday, January 24, 2000, in
Rome to consider a possible transaction that would result in the Purchaser
acquiring the publicly-held minority equity interest in the Company. Dr. Roth
invited representatives of Schroders to attend the meeting and instructed
Schroders to prepare a presentation to the Board of Directors of the Purchaser,
updating as necessary its prior investigations of the matter.
From Friday, January 20, to Sunday, January 23, 2000, Schroders updated
their review of the financial condition of the Company and relative pricing
parameters in order to determine an appropriate valuation of the Company in a
potential going private transaction. Over the weekend, the Company provided
Schroders with updated forecasts for the Company's fiscal year ended
December 31, 1999. Schroders prepared a presentation to the Board of Directors
of the Purchaser which included, among other things, a valuation analysis of the
Company.
Mr. Luciano Cravarolo, the Chairman of the Board of the Purchaser, then
invited the representatives of Schroders, Messrs. John Andrew, Fabio Pigorini,
Paolo Galli, John Venezia and Phil DeDominicis, to address the
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Board at its meeting on January 24, 2000. The Schroders representatives
presented an analysis and report on the value of the proposed acquisition of the
remaining interest in the Company by the Purchaser.
Schroders first gave an overview of the Company. The representatives of
Schroders noted that over the last several years the Company's performance was
adversely impacted by the relatively low contribution of sales component
products as a percentage of total revenue and delays and cost overruns on many
contracts. They also noted that the Company is capital constrained and unable to
fund investments to position itself strategically for the future.
Schroders then discussed the historical stock trading performance of the
Company noting that the price of the Company's shares has declined considerably
since the initial public offering of the Company's predecessor, Union Switch &
Signal Inc., and the 1996 reorganization of the railway signaling and automation
business investments of the Purchaser, and on a weighted average basis traded at
$2.05 per Share during December 1999 compared with its January 1997 high of
$7.75 per Share.
The representatives of Schroders then discussed in particular the Company's
financial condition and historical and forecasted operating results. In their
discussion, the representatives of Schroders noted that the Company's forecast
showed high sales growth, significantly increasing operating margins and growing
backlogs. Schroders noted that, given the Company's operating history and
potential difficulties with several large contracts, such robust forecasts
seemed unrealistic. Schroders also noted that the Company historically has had
difficulty forecasting its results, with actual results that have materially
underperformed budget. In addition, they noted that, based upon the estimates of
management of the Company, a going private transaction would save the Company
the expense associated with being a public company.
Schroders then presented a valuation of the Company based upon (i) an
analysis of comparable publicly traded rail supply companies with financial and
operating characteristics similar to the Company, (ii) an analysis of merger and
acquisition transactions of rail supply companies and (iii) an analysis of
premiums of selected going private transactions.
Mr. Cravarolo then led a lengthy discussion as to the advisability of the
Purchaser entering into a transaction to acquire the remaining interest in the
Company, and the representatives of Schroders responded to questions as to an
appropriate offer price. Schroders advised the Board of Directors of the
Purchaser that, based upon the research and analysis conducted by it, that
Schroders considered a cash consideration of $3.80 per Common Share of the
Company to constitute a full and fair price. Schroders did not then or
subsequently deliver a formal fairness opinion to the Purchaser or the Company.
At the conclusion of such discussion, the Board of Directors of the
Purchaser unanimously voted in favor of submitting a formal offer to the Board
of Directors of the Company to acquire all of the outstanding Common Shares not
presently owned by the Purchaser at a price of $3.80 per Share. In reaching its
determination to proceed with the tender offer, the Board of Directors of the
Purchaser analyzed the costs and benefits of launching a tender offer to acquire
the minority equity interest of the Company with the goal of achieving a result
which would be in the best interests of both the Purchaser and the public
shareholders of the Company. The Board considered the fact that any delay in
completing a going private transaction could have negative consequences for the
Purchaser. In particular, the Board members shared the view that by proceeding
with the tender offer, they would be able to simplify the management structure
of the Company and gain an opportunity to rationalize the signaling activities
of the Company within the activities of the Purchaser. In addition, the Board
noted that the Company would achieve significant savings by eliminating the
costs of maintaining its Nasdaq listing and complying with the public reporting
requirements of the Commission, costs which are no longer justified in light of
the now limited benefits of remaining a public company.
As a result of this meeting, Mr. Cravarolo delivered a formal offer letter
to Mr. James Sanders, the Managing Director of the Company, and instructed
senior executives of the Purchaser and Schroders to commence working towards
completion of a going private transaction.
At the request of Mr. Sanders, the Supervisory Board of the Company met
later in the day on January 24, 2000, with Mr. Sanders to consider the letter
received from the Purchaser. At the meeting, the Supervisory Board resolved to
appoint formally an independent committee (the "Independent Committee")
consisting of the Board's two members not currently related to the Company, the
Purchaser or the Parent, Messrs. Rosenfeld and Santo, to evaluate and analyze
the fairness of the Purchaser's offer. The Supervisory Board and Management
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Board of the Company authorized the Independent Committee to retain independent
counsel and investment bankers to assist it in evaluating this transaction.
On January 24, 2000, the Independent Committee engaged Peabody &
Arnold LLP ("Peabody & Arnold") as counsel to the Independent Committee and as
special counsel to the Company in connection with the Offer.
Between January 25 and January 27, 2000, Mr. Rosenfeld and Mr. Santo
conferred with each other, with counsel and with others regarding the selection
and engagement of independent investment bankers to assist them in evaluating
the fairness of the Offer.
On January 27, 2000, the Independent Committee engaged ING Barings LLC
("ING Barings") as investment bankers to assist them in evaluating the fairness
of the Offer. Beginning on January 26, 2000, the members of the Independent
Committee received letters and telephone calls from shareholders regarding the
shareholders' views and reactions to the Offer made by the Purchaser on January
24.
On January 27, 2000, representatives of ING Barings contacted Schroders,
the financial advisors to the Purchaser, to obtain additional information about
the Company and to discuss the financial terms of the Offer.
On January 28, 2000, the Independent Committee and counsel met by
teleconference. Counsel reviewed the legal obligations of the Independent
Committee and the factors to be considered in evaluating the Offer. In a
separate conference call on the same day, the Independent Committee conferred
with ING Barings and counsel and discussed the steps ING Barings would be
taking, the information it would be seeking and the timing of its work.
Mr. Rosenfeld conveyed to ING Barings the views of shareholders that had been
expressed to the members of the Independent Committee.
On January 31, 2000, Mr. Rosenfeld and a representative of ING Barings had
further discussions with shareholders regarding those shareholders' views on the
value of the Shares. Mr. Rosenfeld reported these conversations to Mr. Santo.
ING Barings continued its due diligence and analysis.
On February 1, 2000, the Independent Committee met by teleconference with
counsel and representatives of ING Barings. Representatives of ING Barings
summarized their preliminary analysis as to fairness. The Independent Committee
discussed with counsel potential points of negotiation with the Purchaser. The
Independent Committee also had further telephone conversations with certain
shareholders regarding the shareholders' ideas concerning potential points for
negotiation with the Purchaser.
Also on February 1, 2000, Mr. Santo contacted a representative of a major
competitor of the Company in the railway signaling industry which had previously
expressed interest in the Company. Mr. Santo made reference to the Offer
extended by the Purchaser and asked whether the competitor had an interest in
making an Offer for the Shares. The person he spoke with indicated he would
confer with the chief executive officer of his company and get back to
Mr. Santo. On February 7, 2000, that representative did get back to Mr. Santo
and stated that the company had no interest in extending an Offer.
On February 2, 2000, Mr. Rosenfeld contacted a Senior Vice President of the
Parent and initiated discussion about the Purchaser's willingness to increase
its Offer. Separately, the Independent Committee conferred with counsel
regarding negotiation strategies. Mr. Rosenfeld obtained additional information
from shareholders and conferred with Mr. Santo about it.
On February 4, 2000, the Independent Committee met in New York with
representatives of ING Barings to go over the financial analyses being
performed. Mr. Rosenfeld and counsel attended by teleconference. On February 5,
2000, representatives of the Purchaser, Schroders and Morgan Lewis met with the
members of the Independent Committee, the Chief Executive Officer and Acting
Chief Financial Officer of the Company and a representative of Peabody & Arnold
to discuss the proposed price of the Offer and other structural and legal issues
relating to the proposed transaction.
At this meeting, the members of the Independent Committee expressed their
view that, while pleased that the Purchaser had made the Offer, they were
disappointed by the price offered. They reviewed with the Purchaser's
representatives and the representatives of Schroders the preliminary fairness
opinion analysis of the Offer offered by ING Barings and gave special emphasis
to the discounted cash flow analysis of the fairness of the Offer in light of
the expectations that shareholders may have formed and based on management's
forecasts of future operating results.
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After the first round of negotiations between the parties, the Purchaser
indicated that it was willing to consider a transaction with an increased
purchase price of $4.00 per Share. The members of the Independent Committee
continued to press for a higher purchase price. Representatives of Schroders
responded to the Independent Committee by emphasizing the Company's historical
difficulty in forecasting future operating results, specifically referencing the
difficulty in forecasting profits for large multi-year contracts involving new
technologies requiring extensive software. Schroders noted the fact that the
Offer represented liquidity to the shareholders that otherwise was unavailable
in the marketplace. The parties adjourned the meeting for discussion among
themselves. When the meeting reconvened, the Purchaser indicated that it was
willing to offer an increased purchase price of $4.05 per Share, subject to the
approval of its Board of Directors, but that it would not be willing to offer a
price above such amount.
The members of the Independent Committee indicated that, based on the
information available to them and assuming that the further due diligence to be
performed during the following weeks would disclose no new material relevant
information and further assuming that ING Barings would be prepared to opine
favorably in the fairness of such a price, they believed that, as the
Independent Committee, they would be able to recommend acceptance of the
increased offer of $4.05 per Share.
After negotiations regarding the offer price ceased, the representatives of
the Purchaser and the Company and their respective legal advisors negotiated and
finalized the other principal conditions of the Offer.
On February 7, 2000, the Board of Directors of the Purchaser met to
consider and approve the increased offer price of $4.05 per Share. Upon approval
Mr. Cravarolo delivered to Mr. Sanders an amendment to the Purchaser's offer
letter.
During the week of February 7, 2000, advisors to the Independent Committee
continued their legal and financial due diligence. A representative of Peabody &
Arnold traveled to the Company's facility in Pittsburgh, PA to review certain
contracts and interview members of senior management of the Company.
On February 17, 2000, the Independent Committee met with representatives of
ING Barings via teleconference to discuss further the Purchaser's latest
indication of price. Following such meetings, on February 17, 2000, the
Independent Committee concluded that they would recommend acceptance of the
Offer to the Company's public shareholders, subject to receipt of a written
fairness opinion from ING Barings and approval of the Offer by the Management
and Supervisory Boards of the Company.
On February 17, 2000, the Management and Supervisory Boards of the Company
held a joint meeting in Pittsburgh and Rome, respectively, with the attendance
by telephone of certain members of the Supervisory Board and representatives of
ING Barings and Peabody & Arnold. A representative of Allen & Overy, Dutch
counsel to the Company, also participated in the meeting by teleconference.
Mr. Santo described the background of the Offer to the other members of the
Management and Supervisory Boards and reported on behalf of the Independent
Committee with regard to the Offer and the negotiations with the Purchaser.
Following this report, a representative of Peabody & Arnold reviewed the terms
and conditions of the Offer, a representative of Allen & Overy reviewed with the
directors the legal standards applicable to their deliberations under Dutch law
and representatives of ING Barings presented the financial and valuation
analyses which they had performed with respect to the revised Offer and
expressed an oral opinion that as of the date of the board meeting a purchase
price of $4.05 per Share in cash to be received by the public shareholders who
tender their Shares in the Offer was fair from a financial point of view to such
holders. See "SPECIAL FACTORS, Section 3--Fairness Opinion of ING Barings." ING
Barings delivered its written opinion dated February 17, 2000 confirming its
oral opinion. A copy of the Fairness Opinion is attached hereto as Annex B. A
copy of ING Barings' prior written presentation to the Independent Committee has
been filed with the Commission as Exhibit (c)(2) to the Purchaser's Tender Offer
Statement on Schedule TO filed with the Commission (the "Schedule TO"), and is
summarized below. See "SPECIAL FACTORS, Section 3--Fairness Opinion of ING
Barings." Following discussion, the Management Board and Supervisory Board
unanimously resolved (i) to approve the Offer, (ii) that the Offer is fair to
and in the best interest of the public shareholders and (iii) to recommend that
the public shareholders accept the Offer and tender their Shares in response to
the Offer. The two members of the Supervisory Board not present at the meeting,
Messrs. Rosenfeld and Sabeg, conveyed to the Company their approval of the
Offer, their determination that the Offer is fair to and in the best interests
of the public shareholders and their recommendation that the public shareholders
accept the Offer and tender their Shares in response to the Offer. See "SPECIAL
FACTORS, Section 2--Recommendation of the Independent Committee."
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2. RECOMMENDATION OF THE INDEPENDENT COMMITTEE AND THE COMPANY
Recommendation of the Independent Committee. As described below, the
members of the Independent Committee, consisting of Messrs. Lawrence Rosenfeld
and Mark Santo, (i) determined that the Offer is fair to, and in the best
interests of, the shareholders; (ii) approved the Offer and (iii) determined to
recommend that the shareholders accept the Offer and tender their Shares in
response to the Offer.
The Independent Committee considered the following material factors, among
others, in connection with making their determinations and recommendation:
o The Fairness Opinion of ING Barings that, as of the date of such opinion,
the applicable purchase price in cash to be received by the shareholders
who tender their Shares in the Offer is fair from a financial point of
view to such holders, and the financial and valuation analyses presented
by ING Barings to the Independent Committee in connection with its
opinion. SHAREHOLDERS ARE URGED TO READ ING BARINGS' FAIRNESS OPINION IN
ITS ENTIRETY, WHICH FAIRNESS OPINION IS ATTACHED AS ANNEX B TO THIS OFFER
TO PURCHASE.
o The current and historical market prices for the Shares and the fact that
the purchase price represents a premium of approximately 62% over the per
share closing price of the Shares on January 19, 2000, the second to last
trading day prior to the public announcement of the Offer and
approximately 74% over the 30 day average price of the Shares as of
January 21, 2000.
o The relatively low trading volume of the Shares and the fact that the
public float for the Shares held by the shareholders consists of only
approximately 18.3% of the outstanding Shares. The Independent Committee
considered the uncertainty, in the absence of the Offer, that the
shareholders would have the opportunity in the foreseeable future to sell
their Shares in the open market for prices equal to or in excess of the
purchase price.
o The Purchaser's stated unwillingness to sell its Shares to a third party,
as well as the commercial relationships between the Company and the
Purchaser, factors effectively precluding a sale of control of the
Company or another transaction that might be more favorable to the
Company and the shareholders. In view of these factors, the Independent
Committee did not, and was not authorized to, solicit, nor did the
Company receive, third party indications of interest to acquire the
Company as a whole or any of its businesses, nor did it give any
significant consideration to theoretical prices which a hypothetical
third party purchaser might be willing to pay to acquire the Company.
o The commercial relationships between the Company and the Purchaser and
the value to the Purchaser of consummating the Offer and increasing
substantially their ownership in the Company, including greater
flexibility to realign the Company's business relationship with the
Purchaser and to allow senior management of the Purchaser and the Company
to invest in the Company's future by focusing on long-term interests
without the short-term influence of the equity markets.
o The recent and historical results of operations and financial condition
and the business strategy and prospects of the Company and the recent and
historical economic and other developments in the railway signaling and
automation industry.
o The Independent Committee's recognition that consummation of the Offer
will preclude tendering shareholders from participating in any future
growth of the Company. In the view of the Independent Committee, however,
this loss of opportunity was adequately reflected in the purchase price.
o The current intentions expressed by the Purchaser, which are reflected in
the offer letter, to seek a delisting of the Shares and possibly to take
other steps to acquire any Shares which are not purchased in the Offer
and otherwise to complete the privatization of the Company. In this
regard, the Independent Committee also considered the likely effects of
such measures on the Company and on the holders of unpurchased Shares,
including substantially increased leverage, the potential for substantial
reduction in liquidity and transferability of the Shares, a change in the
Company's dividend policy and other shareholder rights and a
corresponding effect on the value of such Shares.
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o The negotiations between the Independent Committee and their
representatives and the Purchaser and its representatives, including that
the negotiations resulted in (i) an increase from the initial proposed
price of $3.80 per share at which Purchaser was prepared to acquire the
Shares, to the $4.05 per share purchase price of this Offer and (ii) the
Independent Committee's belief that the purchase price was the highest
price that could likely be obtained from the Purchaser under the
circumstances.
o The terms and conditions of the Offer generally, including that
(i) tendering shareholders would be able relatively quickly to liquidate
their investment in the Company; (ii) the Offer is not subject to any
significant conditions (and in particular that there is no financing
condition attached to the Offer); and (iii) the Purchaser may not reduce
the purchase price, impose additional conditions to the Offer or amend or
modify any other term of the Offer in a manner adverse to the holders of
the Shares.
The Independent Committee also believes that the Offer is procedurally fair
because, among other things: (i) the Independent Committee consists of all the
directors of the Company who are not affiliated with the Purchaser or a director
of the Purchaser or Parent; (ii) the Independent Committee retained and received
advice from independent legal counsel; (iii) the Independent Committee retained
ING Barings, which provided an opinion as to the fairness of the Offer; and
(iv) the purchase price and the terms and conditions of the Offer were the
result of arm's-length negotiations between representatives of the Independent
Committee and the Purchaser and their respective advisors.
The Independent Committee recognized that the Offer was not conditioned
upon acceptance by a majority of the shareholders of the Company, excluding the
Purchaser.
Recommendation of the Company. Based upon their review of the Fairness
Opinion and the foregoing analysis of the Independent Committee, the Supervisory
and Management Boards of the Company also concluded that the Offer is fair to
and in the best interest of the public shareholders and resolved at their joint
meeting on February 17, 2000 to recommend that the public shareholders accept
the Offer and tender their Shares in response to the Offer.
The foregoing discussion of the information and factors considered by the
Independent Committee, the Management Board and the Supervisory Board as a whole
is not meant to be exhaustive, but includes the material factors considered by
them in reaching their conclusions and recommendations. In view of the variety
of factors considered in their reaching a determination, each of the Management
Board and the Supervisory Board, including the members of the Independent
Committee, did not find it practicable to, and did not, quantify or otherwise
assign relative weights to the specific factors considered in reaching their
conclusions and recommendations. In addition, each member of the Independent
Committee, Management Board and Supervisory Board may have given different
weights to different factors.
The opinions, views, beliefs and recommendations of the Management Board
and Supervisory Board, including the Independent Committee, and of their
advisors and other individuals that made statements to them, do not purport to
be the only possible views on the Offer and no one view is presented here as
objectively correct. Except for the recommendation made by the Independent
Committee, the Supervisory Board as a whole and the Management Board, no person
or entity, including the legal or financial advisors to the Independent
Committee is making any recommendation to the shareholders as to whether they
should tender Shares in the Offer. Although the Independent Committee, the
Supervisory Board as a whole and the Management Board have each made a
recommendation, the adequacy, fairness and acceptability of the Offer is for
each shareholder to decide. Consequently, the Supervisory Board, including the
members of the Independent Committee, and the Management Board strongly urge the
shareholders to consider all available information.
3. FAIRNESS OPINION OF ING BARINGS
General. On February 17, 2000, ING Barings delivered to the Independent
Committee an oral opinion, subsequently confirmed in writing as of February 17,
2000, that as of such date the applicable purchase price in cash to be received
by the shareholders who tender their Shares in the Offer is fair from a
financial point of view to such holders.
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THE FULL TEXT OF THE FAIRNESS OPINION, DATED AS OF FEBRUARY 17, 2000, WHICH SETS
FORTH THE ASSUMPTIONS MADE, PROCEDURES FOLLOWED AND MATTERS CONSIDERED IN, AND
THE LIMITATIONS ON, THE REVIEW UNDER TAKEN IN CONNECTION WITH ITS FAIRNESS
OPINION, IS ATTACHED HERETO AS ANNEX B.
The Fairness Opinion was provided for the information and assistance of the
Independent Committee in connection with its consideration of the Offer. It does
not constitute a recommendation to any holder of Shares as to whether or not
such holder should accept the Offer. The summary of the Fairness Opinion below
is qualified by its full text. Shareholders of the Company should read the
Fairness Opinion in its entirety.
In rendering the Fairness Opinion, ING Barings: (i) reviewed the draft
Offer to Purchase for cash all outstanding Shares of the Company at $4.05 per
Share by the Purchaser, dated February 17, 2000; (ii) reviewed the letter from
the Purchaser dated January 24, 2000 outlining the Offer which was filed with
the Commission on January 25, 2000 in the Company's Report on Form 6-K;
(iii) reviewed the Company's Annual Reports on Form 20-F for each of the fiscal
years ended December 31, 1996, December 31, 1997 and December 31, 1998 and the
Company's nine month results ended September 30, 1999 per a press release dated
December 14, 1999; (iv) reviewed certain other publicly available information
concerning the Company and the trading market for the Common Shares;
(v) reviewed certain internal information and other data relating to the
Company, its business and prospects, including forecasts and projections,
provided to them by management of the Company; (vi) reviewed certain publicly
available information concerning certain other companies engaged in businesses
which ING Barings believes to be generally comparable to the Company and the
trading markets for certain of such other companies' securities; (vii) reviewed
the financial terms of certain recent business combinations which ING Barings
believes to be relevant; (viii) interviewed certain officers and employees of
the Company concerning the Company's operations, assets, present condition and
prospects; and (ix) undertook such other studies, analyses and investigations
that ING Barings deemed appropriate.
ING Barings has relied upon the accuracy and completeness of all of the
financial and other information reviewed by it and has assumed such accuracy and
completeness for purposes of rendering its Fairness Opinion. In that regard, ING
Barings has assumed with the consent of the Independent Committee that the
internal financial forecasts prepared by the management of the Company have been
reasonably prepared on a basis reflecting the best currently available estimates
and judgments of the Company. In addition, ING Barings has not made an
independent evaluation or appraisal of the assets and liabilities of the Company
and has not been furnished with any such evaluation or appraisal. ING Barings
notes that the Purchaser owns a majority of the Shares, and that the Purchaser
has informed the Independent Committee that the Purchaser will not sell its
Shares to any third party. Accordingly, ING Barings was not requested to
solicit, and did not solicit, interest from other parties with respect to an
acquisition of or other business combination with the Company.
Summary of Fairness Analysis. The following is a brief summary of the
analyses performed and factors considered by ING Barings in connection with the
rendering of the Fairness Opinion and reviewed with the Independent Committee
and reviewed with the members of the Supervisory and Management Boards of the
Company at their joint meeting on February 17, 2000.
Historical and Projected Financial Position. In rendering its opinion, ING
Barings reviewed and analyzed historical, current and projected financial
information of the Company prepared by the Company's management which included
(i) the Company's current and projected balance sheets, (ii) annual income
statements and cash flow statements and (iii) operating margins and growth
rates. According to information provided by the Company's management, this
financial information was adjusted to exclude certain non-recurring expenses and
10
<PAGE>
income. The table below sets forth financial information of the Company as
provided by management, net of non-recurring expenses (income) in 1997, 1998,
1999 and 2000 of $9.4, ($2.4), ($2.2) and $0.7, respectively.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------
1997 1998 1999P* 2000P* 2001P* 2002P* 2003P*
------- ------ ------- ------ ------ ------ ------
($ IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues......................... $ 318.2 $354.5 $ 345.3 $385.1 $435.1 $472.7 $522.1
% growth....................... (10.0%) 11.4% (2.6%) 11.5% 13.0% 8.7% 10.4%
GAAP EBITDA...................... $ 7.7 $ 34.2 $ 24.7 $ 31.0 $ 44.7 $ 59.1 $ 71.3
% of sales..................... 2.4% 9.6% 7.1% 8.1% 10.3% 12.5% 13.7%
PRO FORMA EBITDA................. $ 17.0 $ 31.8 $ 22.5 $ 31.7 $ 44.7 $ 59.1 $ 71.3
% OF SALES..................... 5.3% 9.0% 6.5% 8.2% 10.3% 12.5% 13.7%
D&A.............................. $ 11.5 $ 10.0 $ 9.9 $ 10.2 $ 11.5 $ 11.8 $ 12.7
% of sales..................... 3.6% 2.8% 2.9% 2.6% 2.6% 2.5% 2.4%
Pro Forma EBIT................... $ 5.5 $ 21.9 $ 12.5 $ 21.5 $ 33.1 $ 47.3 $ 58.7
% of sales..................... 1.7% 6.2% 3.6% 5.6% 7.6% 10.0% 11.2%
Net Interest Expense............. $ 8.8 $ 10.3 $ 11.4 $ 10.8 $ 9.7 $ 9.4 $ 8.6
% of sales..................... 2.8% 2.9% 3.3% 2.8% 2.2% 2.0% 1.6%
Tax Expense (Benefit)............ $ 3.8 $ 6.3 $ 1.1 $ 9.2 $ 12.2 $ 18.5 $ 23.4
Effective rate................. NM 55.1% 96.0% 85.8% 52.2% 48.7% 46.7%
Minority Interest................ $ 0.1 ($0.1) ($ 0.3) ($0.2) $ 0.0 $ 0.0 $ 0.0
% of sales..................... 0.0% NM NM NM 0.0% 0.0% 0.0%
PRO FORMA NET INCOME............. ($ 7.1) $ 5.1 ($ 0.3) $ 1.4 $ 11.2 $ 19.5 $ 26.7
% GROWTH....................... NM NM NM NM 730.5% 73.6% 36.9%
Diluted EPS...................... ($0.35) $ 0.25 ($0.01) $ 0.07 $ 0.55 $ 0.95 $ 1.30
</TABLE>
- ------------------
* 1999-2003 forecasts per Company management as of February 11, 2000. Pro forma
data has been adjusted to exclude non-recurring expenses and income.
NM--Not material.
Historical Stock Price Performance. ING Barings reviewed and analyzed the
daily closing per share market prices and trading volume for the Shares of the
Company in the periods between (i) February 11, 1999 and February 11, 2000
("Period 1") and (ii) February 11, 1997 and February 11, 2000 ("Period 2"). In
addition, ING Barings compared the movement of such daily closing prices with
the movement of the Standard & Poor's 500 composite average (the "S&P 500") and
the movement of a rail supply equipment composite average (consisting of
ABC-NACO, Inc., The Greenbriar Companies, Inc., Harmon Industries, Inc., Trinity
Industries, Inc., Railworks Corporation and Wabtec Corporation (collectively,
the "Rail Supply Companies")) over Period 1. This information was presented to
give the Independent Committee background information regarding the stock price
performance of the Company over the periods indicated. ING Barings noted that,
on a relative basis, the Shares of the Company underperformed both the S&P 500
and the rail supply equipment composite average in Period 1 until the final four
trading days leading to the announcement of the Purchaser's initial offer to
purchase the outstanding shares of the Company. In addition, the fact that the
cash tender offer price (the "Cash Offer Price") exceeded the price per share at
which the Shares traded during the majority of Period 1 and the overall decline
of the price per Share during Period 2 were consistent with a determination that
the cash tender offer price was fair to the minority shareholders of the
Company.
Analysis of Certain Other Publicly Traded Companies. ING Barings compared
certain financial information and commonly used valuation measurements for the
Company to corresponding information for the Rail Supply Companies which were
selected as comparable publicly traded companies in the rail supply equipment
industry. Such financial information included, among other things, (i) common
equity market valuation ("Equity Value"); (ii) operating performance;
(iii) ratios of Equity Value as adjusted for debt and cash ("Enterprise Value")
to revenues, earnings before interest expense, income taxes, depreciation and
amortization ("EBITDA") and earnings before interest expense and income taxes
("EBIT") and the ratios of common equity
11
<PAGE>
market prices per share ("Market Price") to earnings per share ("EPS"), each for
the latest reported 12-month period as derived from publicly available
information and the projected periods for the fiscal years ended 1999 and 2000;
and (iv) the ratios of Equity Value to book value and tangible book value. The
ratios set forth above were calculated using closing stock prices as of
February 11, 2000. In the case of the Company, ING Barings computed such ratios
using the average closing per Share market prices for the Company for the 30-day
period ended January 21, 2000 (the "Pre-Announcement Price"), the Company's
Equity Value as implied by the Pre-Announcement Price (the "Pre-Announcement
Equity Value") and the Company's Enterprise Value as implied by the
Pre-Announcement Price (the "Pre-Announcement Enterprise Value"). ING Barings
also computed such ratios for the Company using the Cash Offer Price, the
Company's Equity Value as implied in the Offer (the "Offer Equity Value") and
Enterprise Value as implied in the Offer (the "Offer Enterprise Value"), where
each was appropriate. The financial information used in connection with the
multiples of the Rail Supply Companies provided below was based on the latest
reported 12-month period as derived from publicly available information and on
forecast results for calendar years 1999 and 2000 as provided by brokerage
security analysts, where available, and First Call (an industry provider of
earnings estimates based on an average of earnings estimates published by
various brokerage firms). Each range of multiples provided below excludes the
high and low multiples of the Rail Supply Companies.
ING Barings noted that:
o the multiple of Pre-Announcement Enterprise Value to trailing 12-month
revenues was 0.49x for the Company (and the multiple of Offer Enterprise
Value to trailing 12-month revenues was 0.59x), compared to a range of
0.54x to 0.78x for the Rail Supply Companies;
o the multiple of Pre-Announcement Enterprise Value to estimated 1999
revenues was 0.51x for the Company (and the multiple of Offer Enterprise
Value to estimated 1999 revenues was 0.61x), compared to a range of 0.54x
to 0.88x for the Rail Supply Companies;
o the multiple of Pre-Announcement Enterprise Value to estimated 2000
revenues was 0.46x for the Company (and the multiple of Offer Enterprise
Value to estimated 2000 revenues was 0.55x), compared to a range of 0.51x
to 0.72x for the Rail Supply Companies;
o the multiple of Pre-Announcement Enterprise Value to trailing 12-month
EBITDA was 6.4x for the Company (and the multiple of Offer Enterprise
Value to trailing 12-month EBITDA was 7.6x), compared to a range of 4.5x
to 7.3x for the Rail Supply Companies;
o the multiple of Pre-Announcement Enterprise Value to estimated 1999
EBITDA was 7.8x for the Company (and the multiple of Offer Enterprise
Value to estimated 1999 EBITDA was 9.4x), compared to a range of 4.5x to
7.3x for the Rail Supply Companies;
o the multiple of Pre-Announcement Enterprise Value to estimated 2000
EBITDA was 5.5x for the Company (and the multiple of Offer Enterprise
Value to estimated 2000 EBITDA was 6.6x), compared to a range of 3.9x to
5.0x for the Rail Supply Companies;
o the multiple of Pre-Announcement Enterprise Value to trailing 12-month
EBIT was 9.9x for the Company (and the multiple of Offer Enterprise Value
to trailing 12-month EBIT was 11.9x), compared to a range of 6.0x to
14.8x for the Rail Supply Companies;
o the multiple of Pre-Announcement Enterprise Value to estimated 1999 EBIT
was 14.0x for the Company (and the multiple of Offer Enterprise Value to
estimated 1999 EBIT was 16.8x), compared to a range of 5.9x to 8.9x for
the Rail Supply Companies;
o the multiple of Pre-Announcement Enterprise Value to estimated 2000 EBIT
was 8.1x for the Company (and the multiple of Offer Enterprise Value to
estimated 2000 EBIT was 9.8x), compared to a range of 5.1x to 7.0x for
the Rail Supply Companies;
o the multiple of Pre-Announcement Price to trailing 12-month EPS was 14.7x
for the Company (and the multiple of the Cash Offer Price to trailing
12-month EPS was 25.6x), compared to a range of 6.8x to 20.5x for the
Rail Supply Companies;
12
<PAGE>
o the multiple of Pre-Announcement Price to estimated 1999 EPS was not
meaningful as estimated 1999 EPS is ($0.01) for the Company;
o the multiple of Pre-Announcement Price to calendar year 2000 EPS was
35.3x for the Company (and the multiple of the Cash Offer Price to
calendar year 2000 EPS was 61.3x) compared to a range of 6.5x to 8.2x for
the Rail Supply Companies;
o the multiple of Pre-Announcement Equity Value to common equity book value
was 0.46x for the Company (and the multiple of Offer Equity Value to
common equity book value was 0.79x), compared to a range of 0.90x to
1.95x for the Rail Supply Companies; and
o the multiple of Pre-Announcement Equity Value to tangible book value was
0.68x for the Company (and the multiple of Offer Equity Value to tangible
book value was 1.18x), compared to 2.54x for the Rail Supply Companies.
Based on the foregoing comparisons, ING Barings noted that the multiples
implied in the Offer were generally within the ranges of trading multiples for
the Rail Supply Companies and that this fact supported a determination that the
Cash Offer Price was fair to the minority shareholders of the Company.
Analysis of Selected Precedent Transactions. ING Barings reviewed the
financial terms, to the extent publicly available, of fifteen completed mergers
and acquisitions since January 1, 1998 in the rail equipment and services
industry (the "Rail Supply Transactions"). ING Barings calculated various
financial multiples based on certain publicly available information for each of
the Rail Supply Transactions and compared them to corresponding financial
multiples for the Offer, based on the Offer Equity Value and the Offer
Enterprise Value. Each range of multiples provided below excludes the high and
low multiples of the Rail Supply Transactions. ING Barings noted that the
multiple of Offer Enterprise Value to trailing 12-month revenues was 0.59x
compared to a range of 0.36x to 1.41x for the Rail Supply Transactions; the
multiple of Offer Enterprise Value to trailing 12 month EBITDA was 7.6x compared
to a range of 6.0x to 7.4x for the Rail Supply Transactions; the multiple of
Offer Enterprise Value to trailing 12-month EBIT was 11.9x compared to a range
of 6.7x to 12.0x for the Rail Supply Transactions. ING Barings noted that all
multiples for the Rail Supply Transactions were based on information available
at the time of announcement of such transaction, without taking into account
differing market and other conditions during the period during which the
transactions occurred, and that because many of the acquired companies in the
Rail Supply Transactions were privately held or subsidiaries or divisions of
other companies at the time of the announcement of such transaction, information
relating to these acquired companies was therefore limited. ING Barings noted
that based on the foregoing comparisons, and subject to the limitations of its
review (including those noted in the previous sentence), the multiples implied
in the Offer were within or exceeded the ranges of multiples implied in the Rail
Supply Transactions and that this fact supported a determination that the Cash
Offer Price was fair to the minority shareholders of the Company.
Discounted Cash Flow Analysis. ING Barings performed discounted cash flow
analyses for the Company using financial projections for years 2000 through 2003
provided by the management of the Company. ING Barings aggregated the present
value of the cash flows from 2000 through 2003 with the present value of a range
of terminal values. The terminal values were computed using a multiple of
projected EBITDA in calendar year 2003 and a range of terminal multiples of 4.5x
to 5.5x. All cash flows were discounted at rates ranging from 12.0% to 14.0%.
ING Barings arrived at such discount rates based on its judgment of the weighted
average cost of capital of selected publicly traded rail supply companies, and
arrived at such terminal values based on its review of the trading
characteristics of the common stock of selected publicly traded rail supply
companies. This analysis indicated a range of values for the Shares of $2.80 to
$5.76 per share. ING Barings noted that the Cash Offer Price was within the
valuation range and that this fact supported a determination that the Cash Offer
Price was fair to the minority shareholders of the Company.
Relevant Market and Economic Factors. In rendering its opinion, ING
Barings considered, among other factors, the condition of the U.S. equity market
and the current level of economic activity, particularly in the rail supply
industry. No company used in the analysis of certain other publicly traded
companies nor any transaction used in the analysis of selected mergers and
acquisitions summarized above is identical to the Company or to the transaction.
In addition, ING Barings believes that both the analysis of certain other
publicly traded companies and the analysis of selected mergers and acquisitions
are not simply mathematical. Rather, such analyses must
13
<PAGE>
take into account differences in the financial and operating characteristics of
these companies and other factors, such as general economic conditions,
conditions in the markets in which such companies compete and strategic and
operating plans for such companies, that could affect the public trading value
and acquisition value of these companies.
While the foregoing summary describes the analyses and factors that ING
Barings deemed material in its presentation to the Independent Committee, it is
not a comprehensive description of all analyses and factors considered by ING
Barings. The preparation of a fairness opinion is a complex process involving
various determinations as to the most appropriate and relevant methods of
financial analysis and the applications of these methods to the particular
circumstances and, therefore, such an opinion is not readily susceptible to
summary description. ING Barings believes that its analyses must be considered
as a whole and that selecting portions of its analyses and of the factors
considered by it, without considering all analyses and factors, would create an
incomplete view of the evaluation process underlying the Fairness Opinion. In
performing its analyses, ING Barings considered general economic, market and
financial conditions and other matters, many of which are beyond the control of
the Company. The analyses performed by ING Barings are not necessarily
indicative of actual values or future results, which may be significantly more
or less favorable than those suggested by such analyses. Accordingly, such
analyses and estimates are inherently subject to substantial uncertainty.
Additionally, analyses relating to the value of a business do not purport to be
appraisals or to reflect the prices at which the business actually may be sold.
In connection with the preparation and delivery of the Fairness Opinion,
ING Barings has been paid a fee of $450,000 by the Company.
4. PURPOSE OF THE OFFER
The purpose of the Offer is to enable the Purchaser to acquire control of
the Company's Supervisory Board and Management Board and the entire equity
interest in the Company. Over the last few years, a variety of alternatives have
been considered by the Purchaser and the Company's management to increase
shareholder value, while at the same time to enhance the operations, results and
business prospects of the Company. After consideration of various alternatives,
increased competition in the Company's industry and the limited public float of
Shares, the Purchaser and the Company concluded that it was unlikely that any
meaningful improvement in share value or liquidity of the Company would occur in
the foreseeable future. The Company and the Purchaser concluded that, as a
private company, Ansaldo Signal would have greater flexibility to invest in its
future, realign business relationships with the Purchaser, Parent and other
affiliates of the Purchaser and allow senior management of the Company to focus
on the long-term interests of the Company without concern for the impact that
any action might have on operating results or share price of the Company. The
Purchaser sees the Offer as an opportunity to create value for the shareholders
of Ansaldo Signal through a premium purchase price.
5. PLANS FOR THE COMPANY
The Purchaser shall seek delisting of the Shares from the Nasdaq National
Market and the termination of the registration of the Shares under the Exchange
Act as soon after the completion of the Offer as the requirements for such
delisting and termination are met. See "THE OFFER--Section 7--Effect of the
Offer on the Market for the Shares; Stock Listing; Exchange Act Registration".
It is presently expected that, following the Offer, the Company will
continue to be operated as a separate subsidiary, as the Purchaser is currently
actively engaged in the integration of the activities of another railway
transportation company, Breda Costruzioni Ferroviarie S.p.A. The Purchaser will
continue to evaluate the business and operations of the Company during the
pendency and after the consummation of the Offer. As a result of such continuing
evaluation, the Purchaser may take further actions as it deems appropriate under
the circumstances then existing. Such actions could include, among other things,
changes in the Company's corporate structure, capitalization or dividend policy
and other actions which the Purchaser deems advisable to maximize the value of
the Company's business and operations (including changes in the Supervisory
Board).
If the Purchaser does not acquire the entire equity interest in the Company
upon consummation of the Offer, at such time as the Purchaser acquires at least
95% of the share capital of the Company, the Purchaser may pursue a Compulsory
Acquisition of any remaining minority Shares pursuant to Dutch law, as described
below.
14
<PAGE>
In addition to a Compulsory Acquisition, the Purchaser may, concurrently
with or as soon as possible after the consummation of the Offer, pursue further
integration transactions of the Company into the Parent's corporate structure
which may include, without limitation, (i) the sale and transfer by the Company
or any of its subsidiaries of all or part of the assets of the Company or any of
its subsidiaries to the Purchaser or any affiliates of the Purchaser and
(ii) the consummation by the Company and one or more Dutch subsidiaries of the
Purchaser or an affiliate of a legal merger within the meaning of Section 2:309
of the Dutch Civil Code (the "DCC").
Following the consummation of the Offer, the Purchaser may from time to
time purchase Shares, subject to Dutch law and other applicable law, in regular
stock exchange trading at market prices then prevailing. Such prices may be
higher or lower than the Offer Price.
There can be no assurance, however, that the Purchaser will undertake any
of the actions described above or that Holders who do not tender their Shares
pursuant to the Offer will receive any consideration for their Shares from the
Purchaser at any subsequent time.
Section 2:92a of the DCC contains a procedure for the compulsory
acquisition of shares owned by minority shareholders of a "naamloze
vennootschap" or "N.V.", a limited liability company such as the Company. As
soon as the Purchaser and its affiliates, other than the Company, hold for their
own account at least 95% of the issued share capital of the Company, the
Purchaser and such affiliates may institute proceedings against the other
shareholders (the "Minority Shareholders") of the Company, in accordance with
Section 2:92a of the DCC, in order to force those Minority Shareholders to
transfer their Shares to the Purchaser (a "Compulsory Acquisition"). The
Compulsory Acquisition may be initiated at any time upon fulfillment of the 95%
ownership condition. The proceedings are instituted by means of a writ of
summons served upon each of the Minority Shareholders in accordance with the
provisions of the Dutch Code of Civil Procedure. The proceedings are held before
the Enterprise Division of the Court of Appeals in Amsterdam, The Netherlands
(the "Enterprise Division"). The Enterprise Division may render the following
judgments:
(i) deny the claim for compulsory acquisition in relation to all
Minority Shareholders if it is established that (a) one or more Minority
Shareholders will incur considerable financial loss by the forced transfer
of their Shares that would not be compensated by the fixed price for their
Shares, (b) one or more Minority Shareholders holds one or more shares in
which, according to the Company's articles of association (the "Company
Articles"), a special control right regarding the Company is vested, or
(c) the plaintiffs have waived their rights to institute these proceedings
vis-a-vis one or more of the Minority Shareholders; or
(ii) if the claim is not denied, (a) appoint one or three auditors to
advise the Enterprise Division as to the price to be paid for the Minority
Shareholders' Shares after which the Enterprise Division will fix such
price or (b) fix the price to be paid for the Shares of the Minority
Shareholders if the Enterprise Division does not deem it necessary to
appoint auditors (for instance, if the plaintiffs have already provided the
Enterprise Division with sufficient evidence that the price offered is
reasonable); or
(iii) if the claim is not denied, award the claim for compulsory
acquisition by way of an order to the Minority Shareholders to transfer
their shares, as well as an order to the plaintiffs to pay the Minority
Shareholders the price fixed (with interest) against transfer of their
unencumbered shares.
If the Enterprise Division fixes the price to be paid for the Shares of the
Minority Shareholders, such price shall be increased by the statutory interest
rate applicable in The Netherlands (at present 6% per annum) for the period from
a date determined by the Enterprise Division to the date of payment of the
price. However, any dividends or other distributions made by the Company to its
shareholders during that period will be deemed to be partial payments towards
the price fixed. Minority Shareholders have no appraisal rights other than the
determination by the Enterprise Division described above.
The Minority Shareholders will only be required to transfer their Shares,
against payment of the price set by the Enterprise Division, once a final,
nonappealable judgment described in clause (iii) above has been obtained. The
plaintiffs will notify the Minority Shareholders of the date and place of
payment for the Shares and the price to be paid for the Shares by notification
sent directly to the Minority Shareholders whose addresses are known and by
means of an advertisement in a national daily newspaper in The Netherlands. The
plaintiffs may also pay the price for the Minority Shareholders' Shares,
inclusive of interest accrued thereon, in escrow to the State of The
Netherlands. By this payment, the plaintiffs become the holders of the Shares by
operation of law subject to
15
<PAGE>
the same notice obligations. Any encumbrance on any Shares for which payment in
escrow has been made will be released from such Shares and will transfer to the
funds paid for such shares. At such time, the Minority Shareholders would cease
to have any rights in their Shares, including with respect to voting thereof.
Their only right will be the right to receive payment therefor upon proper
transfer of their Shares.
BECAUSE THE COMPULSORY ACQUISITION WOULD REQUIRE A COURT PROCEEDING AND POSSIBLE
EXPERT VALUATION, RECEIPT OF FUNDS COULD BE SUBSTANTIALLY DELAYED, AND THE PRICE
PAID IN A COMPULSORY ACQUISITION COULD BE MORE OR LESS THAN THE OFFER PRICE.
6. POSITION OF PURCHASER REGARDING FAIRNESS OF THE OFFER
Purchaser believes that the consideration to be received by the
shareholders pursuant to the Offer is fair. Purchaser bases its belief on the
following facts:
o the fact that the Independent Committee concluded that the Offer is fair
to, and in the best interests of, the shareholders;
o the belief of the Purchaser's financial advisor, Schroder & Co. Inc.,
that a cash consideration of $4.05 per Share of the Company constitutes a
full and fair price;
o notwithstanding the fact that the Fairness Opinion of ING Barings was
provided solely for the information and assistance of the Independent
Committee and the Company's Management and Supervisory Boards, and that
the Purchaser is not entitled to rely upon such opinion, the fact that
the Independent Committee received a Fairness Opinion from ING Barings
that the $4.05 per share in cash to be received by the shareholders
pursuant to the Offer is fair, from a financial point of view, to the
shareholders;
o the historical and projected financial performance of the Company;
o the consideration paid in the Offer represents a premium of approximately
62% over the per Share closing price for January 19, 2000 and
approximately 98% over the weighted average price of the Shares during
the month of December 1999; and
o the Offer will provide consideration to be paid to the shareholders
entirely in cash.
The Purchaser did not find it practicable to assign, nor did it assign,
relative weights to the individual factors considered in reaching its conclusion
as to the fairness of the Offer.
16
<PAGE>
THE OFFER
1. TERMS OF THE OFFER
Upon the terms and subject to the conditions of the Offer, Purchaser will
accept for payment and pay for all Shares validly tendered, and not withdrawn,
prior to the Expiration Date. The term "Expiration Date" shall mean 5:00 p.m.,
New York City time, on March 20, 2000, unless and until Purchaser shall have
extended the period of time for which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date at which the Offer, as so
extended by Purchaser, shall expire.
The Offer is not conditioned upon a minimum number of shares being tendered
or upon the receipt of financing by the Purchaser. Section 12 sets forth in full
the conditions to the Offer. If any of the conditions set forth in Section 12
shall not have been met or shall be determined by Purchaser not to have been met
prior to the Expiration Date, Purchaser reserves the right (but shall not be
obligated), subject to complying with applicable rules and regulations of the
Commission, to (i) decline to purchase any of the Shares tendered in the Offer
and terminate the Offer and return all tendered Shares to the tendering
shareholders, (ii) waive any or all conditions to the Offer and, to the extent
permitted by applicable law, purchase all Shares validly tendered, (iii) extend
the Offer and, subject to the right of shareholders to withdraw Shares until the
Expiration Date, retain the Shares which have been tendered during the period or
periods for which the Offer is extended or (iv) amend the Offer.
Any extension, amendment or termination of the Offer will be followed as
promptly as practicable by public announcement thereof, the announcement in the
case of an extension to be issued no later than 9:00 a.m., New York City time,
on the next business day after the previously scheduled Expiration Date in
accordance with the public announcement requirements of Rule 14d-4(d) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without
limiting the obligation of Purchaser under such Rule or the manner in which
Purchaser may choose to make any public announcement, Purchaser currently
intends to make announcements by issuing a press release to the Dow Jones News
Service.
If Purchaser extends the Offer, or if Purchaser (whether before or after
its acceptance for payment of Shares) is delayed in its purchase of, or payment
for, Shares or is unable to pay for Shares pursuant to the Offer for any reason,
then, without prejudice to Purchaser's rights under the Offer, the Depositary
may retain tendered Shares on behalf of Purchaser, and such Shares may not be
withdrawn except to the extent tendering shareholders are entitled to withdrawal
rights as described in Section 4. However, the ability of Purchaser to delay the
payment for Shares which Purchaser has accepted for payment is limited by
Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the
consideration offered or return the securities deposited by, or on behalf of,
holders of securities promptly after the termination or withdrawal of the Offer.
If Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer or waives a material condition of the Offer,
Purchaser will disseminate additional tender offer materials and extend the
Offer to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the
Exchange Act. The minimum period during which the Offer must remain open
following material changes in the terms of the Offer or information concerning
the Offer, other than a change in price or a change in percentage of securities
sought, will depend upon the facts and circumstances then existing, including
the relative materiality of the changed terms or information. In a public
release, the Commission has stated that in its view an offer must remain open
for a minimum period of time following a material change in the terms of the
Offer and that waiver of a material condition is a material change in the terms
of the Offer. The release states that an offer should remain open for a minimum
of five (5) business days from the date a material change is first published, or
sent or given to security holders and that, if material changes are made with
respect to information not materially less significant than the offer price and
the number of shares being sought, a minimum of ten (10) business days may be
required to allow adequate dissemination and investor response. The requirement
to extend the Offer will not apply to the extent that the number of business
days remaining between the occurrence of the change and the then-scheduled
Expiration Date equals or exceeds the minimum extension period that would be
required because of such amendment.
The Company has provided Purchaser with the Company's shareholder lists and
security position listings for the purpose of disseminating the Offer to holders
of Shares. This Offer to Purchase and the related Letter of Transmittal will be
mailed by Purchaser to record holders of Shares and will be furnished by
Purchaser to
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<PAGE>
brokers, dealers, banks and similar persons whose names, or the names of whose
nominees, appear on the shareholder lists or, if applicable, who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Shares.
2. ACCEPTANCE FOR PAYMENT
Upon the terms and subject to the conditions to the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), Purchaser will accept for payment and will pay, promptly after
the Expiration Date, for all Shares validly tendered prior to the Expiration
Date and not properly withdrawn in accordance with Section 4. All determinations
concerning the satisfaction of such terms and conditions will be within
Purchaser's sole discretion, which determinations will be final and binding. See
"THE OFFER, Section 1--Terms of the Offer and Section 12-- Conditions to the
Offer."
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (i) certificates for
such Shares (or a timely Book- Entry Confirmation (as defined below) with
respect thereto), (ii) a Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message (as defined below), and
(iii) any other documents required by the Letter of Transmittal. The per Share
consideration paid to any holder of Shares pursuant to the Offer will be the
highest per share consideration paid to any other holder of such Shares pursuant
to the Offer.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares properly tendered to Purchaser and not
withdrawn, if and when Purchaser gives oral or written notice to the Depositary
of Purchaser's acceptance for payment of such Shares. Payment for Shares
accepted for payment pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as agent for
tendering shareholders for the purpose of receiving payment from Purchaser and
transmitting payment to tendering shareholders. UNDER NO CIRCUMSTANCES WILL
INTEREST BE PAID ON THE PURCHASE PRICE TO BE PAID BY PURCHASER FOR THE SHARES,
REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
UPON THE DEPOSIT OF FUNDS WITH THE DEPOSITARY FOR THE PURPOSE OF MAKING PAYMENTS
TO TENDERING SHAREHOLDERS, THE PURCHASER'S OBLIGATION TO MAKE SUCH PAYMENT SHALL
BE SATISFIED, AND TENDERING SHAREHOLDERS MUST THEREAFTER LOOK SOLELY TO THE
DEPOSITARY FOR PAYMENT OF AMOUNTS OWED TO THEM BY REASON OF THE ACCEPTANCE FOR
PAYMENT OF SHARES PURSUANT TO THE OFFER.
If Purchaser is delayed in its acceptance for payment of, or payment for,
Shares or is unable to accept for payment, or pay for, Shares pursuant to the
Offer for any reason, then, without prejudice to Purchaser's rights under the
Offer (including such rights as are set forth in Sections 1 and 14) (but subject
to compliance with Rule 14e-1(c) under the Exchange Act), the Depositary may,
nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares
may not be withdrawn except to the extent tendering shareholders are entitled to
exercise, and duly exercise, withdrawal rights as described in Section 4.
If any tendered Shares are not purchased pursuant to the Offer for any
reason, or if certificates are submitted representing more Shares than are
tendered, certificates representing Shares not tendered or not accepted for
purchase will be returned to the tendering shareholder, or such other person as
the tendering shareholder shall specify in the Letter of Transmittal, as
promptly as practicable following the expiration, termination or withdrawal of
the Offer. In the case of Shares delivered by book-entry transfer into the
Depositary's account at a Book-Entry Transfer Facility pursuant to the
procedures set forth in Section 3, such Shares will be credited to such account
maintained at a Book-Entry Transfer Facility as the tendering shareholder shall
specify in the Letter of Transmittal, as promptly as practicable following the
expiration, termination or withdrawal of the Offer. If no such instructions are
given with respect to Shares delivered by book-entry transfer, any such Shares
not tendered or not purchased will be returned by crediting the account at the
Book-Entry Transfer Facility designated in the Letter of Transmittal as the
account from which such Shares were delivered.
3. PROCEDURE FOR TENDERING SHARES
Valid Tender. For Shares to be validly tendered pursuant to the Offer,
either (i) a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), together with any required signature guarantees, or in the
case of a book-entry transfer, an Agent's Message (as defined below), and any
other required documents,
18
<PAGE>
must be received by the Depositary at one of its addresses set forth on the back
cover of this Offer to Purchase prior to the Expiration Date and either
certificates for tendered Shares must be received by the Depositary at one of
such addresses or such Shares must be delivered pursuant to the procedures for
book-entry transfer set forth below (and a Book-Entry Confirmation (as defined
below) received by the Depositary), in each case prior to the Expiration Date,
or (ii) the tendering shareholder must comply with the guaranteed delivery
procedures set forth below.
Book-Entry Transfer. The Depositary will establish accounts with respect
to the Shares at The Depository Trust Company (the "Book-Entry Transfer
Facility") for purposes of the Offer within two (2) business days after the date
of this Offer to Purchase. Any financial institution that is a participant in
the Book-Entry Transfer Facility's systems may make book-entry delivery of
Shares by causing the Book-Entry Transfer Facility to transfer such Shares into
the Depositary's account in accordance with the Book-Entry Transfer Facility's
procedure for such transfer. However, although delivery of Shares may be
effected through book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees, or
an Agent's Message, and any other required documents must, in any case, be
transmitted to, and received by, the Depositary at one of its addresses set
forth on the back cover of this Offer to Purchase prior to the Expiration Date,
or the tendering shareholder must comply with the guaranteed delivery procedures
described below. The confirmation of a book-entry transfer of Shares into the
Depositary's account at the Book-Entry Transfer Facility as described above is
referred to herein as a "Book-Entry Confirmation." DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER
FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that Purchaser
may enforce such agreement against the participant.
THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY,
IS AT THE ELECTION AND RISK OF THE TENDER ING SHAREHOLDER. SHARES WILL BE DEEMED
DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE
OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
Signature Guarantees. No signature guarantee is required on the Letter of
Transmittal (i) if the Letter of Transmittal is signed by the registered
holder(s) (which term, for purposes of this Section, includes any participant in
any of the Book Entry Transfer Facilities' systems whose name appears on a
security position listing as the owner of the Shares) of Shares tendered
therewith and such registered holder has not completed either the box entitled
"Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the Letter of Transmittal or (ii) if such Shares are tendered
for the account of a financial institution (including most commercial banks,
savings and loan associations and brokerage houses) that is a participant in the
Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(each, an "Eligible Institution" and, collectively, "Eligible Institutions"). In
all other cases, all signatures on Letters of Transmittal must be guaranteed by
an Eligible Institution. See Instructions 1 and 5 to the Letter of Transmittal.
If the certificates for Shares are registered in the name of a person other than
the signer of the Letter of Transmittal, or if payment is to be made, or
certificates for Shares not tendered or not accepted for payment are to be
returned, to a person other than the registered holder of the certificates
surrendered, then the tendered certificates for such Shares must be endorsed or
accompanied by appropriate stock powers, in either case, signed exactly as the
name or names of the registered holders or owners appear on the certificates,
with the signatures on the certificates or stock powers guaranteed as aforesaid.
See Instruction 5 to the Letter of Transmittal.
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<PAGE>
Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to
the Offer and such shareholder's certificates for Shares are not immediately
available or the procedures for book-entry transfer cannot be completed on a
timely basis or time will not permit all required documents to reach the
Depositary prior to the Expiration Date, such shareholder's tender may be
effected if all the following conditions are met:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by Purchaser, is received by
the Depositary, as provided below, prior to the Expiration Date; and
(iii) the certificates for (or a Book-Entry Confirmation with respect
to) such Shares, together with a properly completed and duly executed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees, or, in the case of a book-entry transfer, an Agent's Message,
and any other required documents, are received by the Depositary within
three trading days after the date of execution of such Notice of Guaranteed
Delivery. A "trading day" is any day on which the Nasdaq National Market,
operated by the National Association of Securities Dealers, Inc., is open
for business.
The Notice of Guaranteed Delivery may be delivered by hand to the
Depositary or transmitted by telegram, facsimile transmission or mail to the
Depositary and must include a guarantee by an Eligible Institution in the form
set forth in such Notice of Guaranteed Delivery.
Notwithstanding any other provision hereof, payment for Shares accepted for
payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of (i) certificates for (or a timely Book-Entry
Confirmation with respect to) such Shares, (ii) a Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or, in the case of a book-entry transfer, an Agent's
Message, and (iii) any other documents required by the Letter of Transmittal.
Accordingly, tendering shareholders may be paid at different times depending
upon when certificates for Shares or Book-Entry Confirmations with respect to
Shares are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL
INTEREST BE PAID ON THE PURCHASE PRICE TO BE PAID BY PURCHASER FOR THE SHARES,
REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
The valid tender of Shares pursuant to one of the procedures described
above will constitute a binding agreement between the tendering shareholder and
Purchaser upon the terms and subject to the conditions of the Offer.
Appointment. By executing the Letter of Transmittal as set forth above
(including delivery through an Agent's Message) the tendering shareholder will
irrevocably appoint designees of Purchaser as such shareholder's
attorneys-in-fact and proxies, in the manner set forth in the Letter of
Transmittal, each with full power of substitution, to the full extent of such
shareholder's rights with respect to the Shares tendered by such shareholder and
accepted for payment by Purchaser, and with respect to any and all non-cash
dividends, distributions, rights, other Shares or other securities issued or
issuable in respect of such Shares on or after February 18, 2000 (collectively,
"Distributions"). All such proxies will be considered coupled with an interest
in the tendered Shares. Such appointment will be effective if and when, and only
to the extent that, Purchaser accepts for payment Shares tendered by such
shareholder as provided herein. All such powers of attorney and proxies will be
irrevocable and will be deemed granted in consideration of the acceptance for
payment of Shares tendered in accordance with the terms of the Offer. Upon such
appointment, all prior powers of attorney, proxies and consents given by such
shareholder with respect to such Shares (and any and all Distributions) will,
without further action, be revoked and no subsequent powers of attorney,
proxies, consents or revocations may be given by such shareholder (and, if
given, will not be deemed effective). The designees of Purchaser will thereby be
empowered to exercise all voting and other rights with respect to such Shares
(and any and all Distributions), including, without limitation, in respect of
any annual or special meeting of the Company's shareholders (and any adjournment
or postponement thereof), actions by written consent in lieu of any such meeting
or otherwise, as each such attorney-in-fact and proxy or his substitute shall in
his sole discretion deem proper. Purchaser reserves the right to require that,
in order for Shares to be deemed validly tendered, immediately upon Purchaser's
acceptance for payment of such Shares, Purchaser must be able to exercise full
voting, consent and other rights with respect to such Shares (and any and all
Distributions), including voting at any meeting of shareholders.
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<PAGE>
Determination of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any tender of Shares
will be determined by Purchaser, in its sole discretion, which determination
will be final and binding. Purchaser reserves the absolute right to reject any
or all tenders of any Shares determined by it not to be in proper form or the
acceptance for payment of which, or payment for which, may, in the opinion of
Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right, in
its sole discretion, to waive any of the conditions of the Offer or any defect
or irregularity in the tender of any Shares of any particular shareholder,
whether or not similar defects or irregularities are waived in the case of other
shareholders. No tender of Shares will be deemed to have been validly made until
all defects or irregularities relating thereto have been cured or waived. None
of Purchaser, the Depositary, the Information Agent or any other person will be
under any duty to give notification of any defects or irregularities in tenders
or incur any liability for failure to give any such notification. Purchaser's
interpretation of the terms and conditions of the Offer (including the Letter of
Transmittal and the instructions thereto) will be final and binding.
BACKUP WITHHOLDING TAX. UNDER THE BACKUP WITHHOLDING TAX PROVISIONS OF
FEDERAL INCOME TAX LAW, UNLESS A TENDERING HOLDER OF SHARES SATISFIES THE
CONDITIONS DESCRIBED IN INSTRUCTION 9 OF THE LETTER OF TRANSMITTAL OR IS
OTHERWISE EXEMPT, THE CASH PAYABLE TO SUCH HOLDER IN THE OFFER MAY BE SUBJECT TO
BACKUP WITHHOLDING TAX AT A RATE OF 31%. TO PREVENT BACKUP WITHHOLDING TAX, EACH
TENDERING HOLDER SHOULD COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 PROVIDED IN
THE LETTER OF TRANSMITTAL. SEE INSTRUCTION 9 TO THE LETTER OF TRANSMITTAL.
4. WITHDRAWAL RIGHTS
Except as otherwise provided in this Section 4, tenders of Shares are
irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to
the procedures set forth below at any time prior to the Expiration Date and,
unless theretofore accepted for payment and paid for by Purchaser pursuant to
the Offer, may also be withdrawn at any time after April 17, 2000. If the
Purchaser announces a subsequent offering period as provided in Rule 14d-11 of
the Exchange Act, any Shares tendered during such period may not be withdrawn if
they are immediately accepted and promptly paid for by the Purchaser.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase and
must specify the name of the person having tendered the Shares to be withdrawn,
the number of Shares to be withdrawn and the name of the registered holder of
the Shares to be withdrawn, if different from the name of the person who
tendered the Shares. If certificates for Shares have been delivered or otherwise
identified to the Depositary, then, prior to the physical release of such
certificates, the serial numbers shown on such certificates must be submitted to
the Depositary and, unless such Shares have been tendered by an Eligible
Institution, the signatures on the notice of withdrawal must be guaranteed by an
Eligible Institution. If Shares have been delivered pursuant to the procedures
for book-entry transfer as set forth in Section 3, any notice of withdrawal must
also specify the name and number of the account at the appropriate Book- Entry
Transfer Facility to be credited with the withdrawn Shares and otherwise comply
with such Book-Entry Transfer Facility's procedures. Withdrawals of tenders of
Shares may not be rescinded, and any Shares properly withdrawn will thereafter
be deemed not validly tendered for purposes of the Offer. However, withdrawn
Shares may be tendered by again following one of the procedures described in
Section 3 any time prior to the Expiration Date.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by Purchaser, in its sole discretion,
which determination will be final and binding. None of Purchaser, the
Depositary, the Information Agent, Schroders or any other person will be under
any duty to give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give any such notification.
5. CERTAIN TAX CONSEQUENCES
United States Federal Income Tax Consequences.
The following is a general summary of the principal United States federal
income tax consequences to a United States Holder of the receipt of cash in
exchange for Shares pursuant to the Offer. This summary does not discuss all
aspects of United States federal income taxation which may be applicable to a
particular United States Holder in light of its individual circumstances. This
summary applies only to Shares held as capital assets and
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<PAGE>
does not address aspects of United States federal income taxation that may be
applicable to United States Holders that are subject to special tax rules, such
as insurance companies, tax-exempt organizations, financial institutions,
dealers or traders in securities or currencies, United States Holders that hold
Shares as part of a position in a straddle or as part of a hedging, conversion
or integrated transaction or other arrangement involving more than one position
for United States federal income tax purposes, United States Holders that
acquired Shares in connection with the performance of services, United States
Holders that have a principal place of business or "tax home" outside the United
States or United States Holders that have a "functional currency" other than the
United States dollar.
For purposes of this summary, a "United States Holder" is a beneficial
owner of Shares, that is, for United States federal income tax purposes, (i) a
citizen or resident of the United States, (ii) a corporation organized in or
under the laws of the United States or any state thereof (including the District
of Columbia) or (iii) an estate or trust the income of which is subject to
United States federal income taxation regardless of its source.
This summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), existing Treasury regulations, administrative pronouncements and
judicial decisions, each as in effect as of the date hereof.
Tender of Common Shares Pursuant to the Offer. The receipt of cash in
exchange for Shares by a United States Holder pursuant to the Offer will be a
taxable transaction for United States federal income tax purposes and may also
be a taxable transaction under applicable state, local or foreign tax laws. In
general, a United States Holder will recognize gain or loss equal to the
difference between the amount realized from the sale of Shares and the United
States Holder's adjusted tax basis in the Shares. Such gain or loss will be
capital gain or loss and will be long-term capital gain or loss if the United
States Holder's holding period for such Common Shares exceeds one year.
Gain realized by a United States Holder on the sale or exchange of the
Shares generally will be treated as United States-source gain, and, under
recently-promulgated regulations, loss realized by a United States Holder on the
sale or exchange of the Shares generally will be treated as United States-source
loss, for foreign tax credit purposes.
Backup Withholding Tax. As noted in "THE OFFER, Section 3--Procedure for
Tendering Shares," a United States Holder (other than an "exempt recipient,"
including a corporation) that receives cash in exchange for its Shares in the
Offer may be subject to backup withholding tax at a rate of 31%, unless such
United States Holder provides its taxpayer identification number and certifies
that it is not subject to backup withholding tax by submitting a completed
Substitute Form W-9 to the Depositary. Backup withholding tax is not an
additional tax and may be credited against a United States Holder's federal
income tax liability, provided that correct information is provided to the
Internal Revenue Service. Accordingly, each United States Holder should
complete, sign and submit the Substitute Form W-9 included as part of the Letter
of Transmittal in order to avoid the imposition of backup withholding tax.
The United States federal income tax discussion set forth above is included
for general information only and is based upon laws, regulations, rulings and
decisions now in effect, all of which are subject to change (possibly
retroactively). United States Holders are urged to consult their tax advisors
with respect to the specific tax consequences of the Offer to them, including
the application and effect of the alternative minimum tax, and state, local and
foreign tax laws.
Dutch Tax Consequences.
The following general summary of material Dutch tax consequences does not
address the treatment of a Holder who has a substantial interest or deemed
substantial interest (as such terms are defined by statute) in the Company, or
the Dutch tax consequences due to the application of a special regime, such as
the tax-exempt status of qualifying pension funds. Furthermore, the summary does
not address the Dutch tax consequences to holders of stock options of the
Company, nor the Dutch tax consequences of post-closing dividends. The
description is limited to the material tax implications of the sale pursuant to
the Offer for a Holder who is not a resident or is not deemed to be resident in
The Netherlands for purposes of the relevant tax codes.
The summary is based upon tax laws and published case law of The
Netherlands as in effect on the date of this Offer, which are subject to change
(possibly retroactively). This summary does not purport to be a complete
analysis of all potential Dutch tax effects in relation to the Offer. Holders
are urged to consult their tax advisors with respect to the specific tax
consequences of the Offer to them.
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<PAGE>
Tender of Common Shares Pursuant to the Offer. A holder of Shares who is
not resident or is not deemed to be resident in The Netherlands (a "Non-Dutch
Shareholder") will not be subject to any Dutch taxes on income or capital gains
arising on the disposal of Shares pursuant to the Offer, provided that:
(a) such Non-Dutch Shareholder does not have an enterprise or an
interest in an enterprise which is, in whole or in part, carried on through
a permanent establishment or a permanent representative in The Netherlands
and to which enterprise or part of an enterprise the Shares are
attributable or, in the event that the Shares are attributable to such
enterprise, or such part of an enterprise, the Non-Dutch Shareholder is
subject to Dutch corporate income tax and such income or capital gain is
exempt under the so-called "participation exemption"; or
(b) such Non-Dutch Shareholder is not entitled to a share in the
profits of an enterprise that is effectively managed in The Netherlands
other than by way of securities or through an employment contract, the
Shares being attributable to such enterprise.
The payment of cash consideration for Shares in the Offer may be made free
of any withholding or deduction of, for or on account of any taxes of whatever
nature imposed, levied, withheld or assessed by The Netherlands or any political
subdivision or taxing authority thereof or therein.
No Dutch registration tax, transfer tax, stamp duty or any similar
documentary tax or duty will be payable in The Netherlands in respect of or in
connection with the disposition of the Shares.
6. PRICE RANGE OF THE SHARES; DIVIDENDS ON THE SHARES.
The Shares are traded through the Nasdaq National Market under the symbol
"ASIGF". The following table sets forth, for each of the fiscal quarters
indicated, the high and low reported closing sales price per Share on the Nasdaq
National Market.
<TABLE>
<CAPTION>
COMMON STOCK
--------------------
HIGH LOW
-------- --------
<S> <C> <C>
Fiscal Year Ended December 31, 1997
First Quarter........................................................................... $7.750 $6.250
Second Quarter.......................................................................... 6.750 4.375
Third Quarter........................................................................... 5.500 3.750
Fourth Quarter.......................................................................... 5.500 3.125
Fiscal Year Ended December 31, 1998
First Quarter........................................................................... $5.500 $3.125
Second Quarter.......................................................................... 4.875 3.625
Third Quarter........................................................................... 4.500 2.563
Fourth Quarter.......................................................................... 4.500 2.313
Fiscal Year Ended December 31, 1999
First Quarter........................................................................... $4.250 $3.000
Second Quarter.......................................................................... 4.125 3.125
Third Quarter........................................................................... 3.125 2.500
Fourth Quarter.......................................................................... 2.938 1.688
Fiscal Year Ending December 31, 2000
First Quarter (through February 17, 2000)............................................... $4.000 $2.219
</TABLE>
On January 19 and 20, 2000, the last two full trading days prior to the
commencement of the Offer, the last reported sales price of the Shares on the
Nasdaq National Market was $2.50 and $3.75, respectively, per Share.
SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.
The Company did not declare or pay any cash dividends during any of the
periods indicated in the above table.
7. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; STOCK LISTING; EXCHANGE ACT
REGISTRATION.
Market for the Shares. The purchase of Shares by Purchaser pursuant to the
Offer will reduce the number of Shares that might otherwise trade publicly and
will reduce the number of holders of Shares, which, depending upon the number of
Shares so purchased, could adversely affect the liquidity and market value of
the remaining Shares held by the public. Purchaser cannot predict whether the
reduction in the number of Shares that might
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<PAGE>
otherwise trade publicly would have an adverse or beneficial effect on the
market price for, or marketability of, the Shares or whether it would cause
future market prices to be greater or less than the Offer Price.
Nasdaq Quotation. Depending upon the number of Shares purchased pursuant
to the Offer, the Shares may no longer meet the requirements for continued
inclusion in the Nasdaq National Market, which requires that there be at least
750,000 shares publicly held, with a market value of at least $5,000,000, held
by at least 400 shareholders of round lots. Shares held directly or indirectly
by directors, officers or beneficial owners of more than 10% of the Shares are
not considered as being publicly held for this purpose. If the Nasdaq National
Market were to cease to publish quotations for the Shares, it is possible that
the Shares would continue to trade as a Nasdaq SmallCap stock or otherwise in
the over-the-counter market and that prices or other quotations would be
reported by other sources. The extent of the public market for such Shares and
the availability of such quotations would depend, however, upon such factors as
the number of shareholders and/or the aggregate market value of such securities
remaining at such time, the interest in maintaining a market in the Shares on
the part of securities firms, the possible termination of registration under the
Exchange Act, as described below, and other factors.
Exchange Act Registration. The Shares are currently registered under the
Exchange Act. Registration of the Shares under the Exchange Act may be
terminated upon application of the Company to the Commission if the Shares are
neither listed on a national securities exchange nor held by 300 or more holders
of record. As of January 31, 2000, the Company had 30 shareholders of record. If
registration is terminated, the Shares would no longer be eligible to be quoted
on the Nasdaq Stock Market. Termination of registration of the Shares under the
Exchange Act, assuming there are no other securities of the Company subject to
registration, would substantially reduce the information required to be
furnished by the Company to its shareholders and to the Commission and would
make certain provisions of the Exchange Act, such as the requirement of filing
an annual report on Form 20-F with the Commission, and the requirements of
Rule 13e-3 under the Exchange Act with respect to "going private" transactions,
no longer applicable to the Company. Furthermore, the ability of "affiliates" of
the Company and persons holding "restricted securities" of the Company to
dispose of such securities pursuant to Rule 144 or Rule 144A promulgated under
the Securities Act of 1933, as amended (the "Securities Act"), may be impaired
or eliminated.
Purchaser shall seek delisting of the Shares from the Nasdaq National
Market and the termination of the registration of the Shares under the Exchange
Act as soon after the completion of the Offer as the requirements for such
delisting and termination are met.
8. CERTAIN INFORMATION CONCERNING THE COMPANY.
General. The information concerning the Company contained in this Offer to
Purchase, including that set forth below under the caption "Selected Financial
Information," has been furnished by the Company or has been taken from or based
upon publicly available documents and records on file with the Commission and
other public sources. The Purchaser does not assume responsibility for the
accuracy or completeness of the information concerning the Company contained in
such documents and records or for any failure by the Company to disclose events
which may have occurred or may affect the significance or accuracy of any such
information but which are unknown to the Purchaser.
The Company is a worldwide supplier of signaling, automation and control
systems, related products and services. The Company offers a variety of
management functions for railroad and mass transit operations, including:
o Automatic train control and automatic train protection systems for rail
based mass transit and railroads, including high speed lines, to provide
safe train operation;
o Automatic train operation systems for rail based mass transit and
railroads, including high speed lines, to automate non-vital
supplementary processes;
o Centralized traffic control ("CTC") systems, network management control
systems, and other operations management systems to provide efficient
train operations;
o Automatic train supervision systems for rail based mass transit to
integrate all supervisory functions of system operation, including CTC,
wayside signaling, automatic vehicle identification and voice and data
communications, and to interface with existing supervisory control and
data acquisition systems;
o Marshalling/classification yard control systems;
24
<PAGE>
o Wayside and onboard instrumentation and other products that are essential
elements of the Company's systems; and
o Related services such as engineering design, maintenance and training.
The Company serves customers throughout the world in the railroad and rail
mass transit industries. Its systems, products and services are designed to
enhance the safety, productivity and efficiency of its customers' operations by
providing system wide control, discrete segment control and management
information. The Company's state-of-the-art technologies incorporate software
and fail-safe design into computerized controllers, workstations and other
devices. These devices measure, monitor and manage numerous variables and
conditions to help customers achieve optimal safety and efficiency. The Company
has developed a large installed base of its systems from which it is able to
derive revenues through additional direct sales and installation, as well as the
sale of upgrades, enhancements, replacement parts and services.
The Company operates primarily through three principal subsidiaries that
accounted for approximately 97% of the Company's revenues in 1998 and
approximately 92% of the Company's revenues in 1999. The three main subsidiaries
are:
o Ansaldo Segnalamento Ferroviario S.p.A. ("ASF"), an Italian corporation
with facilities in Genoa, Naples, Tito and Torino;
o CSEE Transport S.A. ("CSEE"), a French corporation with facilities in
Paris and Riom; and
o Union Switch & Signal Inc. ("US&S"), a Delaware corporation with
facilities in Pittsburgh, Pennsylvania and Batesburg, South Carolina.
The Company's other subsidiaries are Union Switch & Signal Pty. Ltd., an
Australian corporation with facilities in Brisbane, Perth and Kuala Lumpur; AT
Signal Systems AB ("ATSS"), a Swedish corporation with facilities in Spanga; AT
Signalling (Ireland) Ltd. ("ATI"), an Irish corporation with facilities in
Tralee; and Union Switch & Signal Pvt. Ltd., an Indian company with facilities
in Bangalore.
Related Party Transactions. In the ordinary course of business, the
Company and the Purchaser or Parent have from time to time entered into various
business transactions and agreements. The following is a summary of the
transactions that occurred during the past two years between the Purchaser or
Parent and the Company.
Products. The Company provides certain products and related services to
the Purchaser. Such transactions, which generally were effected on terms
comparable to those available in transactions with unaffiliated parties, have
ranged from sales of discrete component products for use by the Purchaser in
railway and transit applications to acting as a subcontractor for the Purchaser
on certain systems contracts, principally in Europe. US&S's revenue from such
transactions for the years ended December 31, 1999 and 1998 amounted to
$14,629,000 and $10,492,000, respectively.
ASF's revenue from such transactions for the years ended December 31, 1999
and 1998 amounted to $8,355,000 and $17,047,000, respectively.
Head Office Services and Facilities. ASF obtains virtually all of its head
office services, including central administrative staff functions, human
relations, legal, planning, management information services, accounting and
central purchasing, from the Purchaser. ASF has also leased from the Purchaser
the space it currently occupies in Naples and Genoa. The agreements for such
services and facilities are renewed annually unless terminated by either party.
The annual costs for such services in 1999 and 1998 were $6,618,000 and
$8,463,000, respectively.
Credit Facilities. The Purchaser and Parent have historically provided the
Company with certain financial support. The Company has substantial borrowings
from the Purchaser and Cofiri S.p.A. ("Cofiri"), an affiliate of the Purchaser,
whose loans were supported by a comfort letter from each of the Purchaser and
Parent. Most of such borrowings are payable on demand. The Company's borrowings
from the Purchaser at the end of 1999 and 1998 were $20,056,000 and $26,282,000,
respectively, and from Cofiri were $39,900,000 and $50,000,000, respectively. In
1999 and 1998, the Company paid interest to the Purchaser at approximately 7%
per annum at year end and aggregating $1,458,000 and $500,000, respectively, for
such years. In 1999 and 1998, the Company paid interest to Cofiri at,
respectively, 7% and 6.6% per annum at year end and aggregating $3,007,000 and
$2,700,000, respectively, for such years. In December 1999, the Company entered
into a new $24,962,000 revolving facility agreement with a subsidiary of the
Parent. The agreement provides for interest at the rate of Euribor plus 0.87%
and amounts drawn thereunder are payable five days after demand. At
December 31, 1999, this facility was 100% utilized, but the interest accrued for
1999 under this facility was not material.
25
<PAGE>
Credit and Bonding Support. The Parent has also provided indemnification
to issuers of performance bonds or letters of credit for the benefit of the
Company in connection with major contracts, as well as other credit enhancement.
Such services include for US&S guaranteeing a $300,000,000 performance bonding
facility (of which $145,500,000 was utilized at December 31, 1999 and
$107,993,000 at December 31, 1998). Such services for the other subsidiaries of
the Company include supporting bid, advance payment, performance and retention
bonding ($79,877,000 and $71,639,000 outstanding exposure at the end of 1999 and
1998, respectively). The fee for such support is 1.0 percent per annum of the
aggregate principal amount of credit enhanced by the Parent and 0.50 percent per
annum of any bond or letter of credit for which the Parent provides an
indemnity. For the years ended December 31, 1999 and 1998, fees were $1,000,000
and $600,000, respectively.
Selected Financial Information. Set forth below are certain selected
consolidated financial data for the Company for each of the last three fiscal
years, which were derived from prior years' annual reports. More comprehensive
financial information is included in the annual reports (including management's
discussion and analysis of financial condition and results of operations) and
other documents filed by the Company with the Commission. The following
financial data is qualified in its entirety by reference to such annual reports
and other documents including the financial information and related notes
contained therein. Such reports and other documents may be examined and copies
may be obtained from the Commission by mail, upon payment of the Commission's
customary charges, by writing to the Commission's principal office at 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission also maintains a website at
http://www.sec.gov that contains reports, proxy statements and other information
relating to the Company which have been filed via the EDGAR System.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1998 1997 1996
--------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER
SHARE AMOUNTS)
<S> <C> <C> <C>
SUMMARY OF OPERATIONS*
Revenue.................................................................... $ 354,532 $ 318,225 $ 353,500
Gross profit............................................................... 77,082 54,951 56,880
Operating income (loss).................................................... 22,372 (3,525) (35,327)
Net income (loss).......................................................... 6,522 (12,678) (38,895)
Basic and diluted income (loss) per share.................................. 0.32 (0.62) (1.90)
BALANCE SHEET DATA
Current assets............................................................. $ 379,776 $ 343,405 $ 354,066
Non-current assets......................................................... 92,816 113,761 133,441
Current liabilities........................................................ 259,633 253,601 248,315
Non-current liabilities.................................................... 100,585 101,013 113,522
Shareholders' equity....................................................... 112,374 102,552 125,670
</TABLE>
- ------------------
* Operating results for 1997 include a benefit of $1,584 for the reversal of
previously accrued reorganization costs and for 1996 includes charges of
$17,288 for reorganization costs and $15,144 for the write-off of acquired in
process research and development costs.
The Company's book value per share was $5.15 and $5.49 at September 30,
1999 and December 31, 1998, respectively.
9. CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT.
Parent. The Parent owns and operates a diverse portfolio of industrial
assets (the "Finmeccanica Group"). The Parent is controlled by IRI-Istituto per
la Ricostruzione Industriale S.p.A. ("IRI"), a company wholly-owned by the
Italian Ministry of the Treasury. The Finmeccanica Group is one of the leading
industrial groups in Italy, designing and manufacturing products ranging from
aircraft, helicopters, satellites, missile systems and radar to power
generation, rolling stock and signaling systems.
26
<PAGE>
The Parent operates through a number of business segments and subsidiaries
which operate with varying degrees of autonomy. The Parent's principal business
segments and operating subsidiaries and divisions are as follows:
<TABLE>
<CAPTION>
SUBSIDIARIES AND DIVISIONS BUSINESS SEGMENT
- ----------------------------------------------------- -----------------------------------------------------
<S> <C>
Alenia Aeronautica Aeronautics
Alenia Spazio Space
Agusta Helicopters
Alenia Difesa Defence
Ansaldo Trasporti; Ansaldo Signal; and Transportation
Breda Costruzioni Ferroviarie
Ansaldo Energia Energy
</TABLE>
The principal offices of Parent are located at Piazza Monte Grappa 4, 00195
Rome, Italy. The telephone number of Parent at such location is 011
(39) 6-32473-1. The Parent is not subject to the informational filing
requirements of the Exchange Act.
For certain information concerning the executive officers and directors of
Parent, see Annex A.
Neither Parent, nor, to the best knowledge of Parent, any of the executive
officers and directors of Parent listed on Annex A, nor any associate or
majority-owned subsidiary of any of the foregoing, beneficially owns or has a
right to acquire any Shares other than the Shares held by the Purchaser as
described below and 3,000 Shares owned by one executive officer of the Parent as
set forth in Annex A. Neither Parent nor, to the best of knowledge of Parent,
any of the persons or entities referred to above, nor any of the respective
executive officers, directors or subsidiaries of any of the foregoing, has
effected any transaction in the Shares during the past 60 days.
Except as set forth in this Offer to Purchase, Parent does not have any
contract, arrangement, understanding or relationship with any other person with
respect to any securities of the Company, including, but not limited to, any
contract, arrangement, understanding or relationship concerning the transfer or
the voting of any securities of the Company, joint ventures, loan or option
arrangements, puts or calls, guarantees of loans, guarantees against loss or the
giving or withholding of proxies.
Purchaser. The Purchaser is engaged in the design, construction and supply
of railway and mass transit vehicles and electrified transport systems. The
Purchaser is a leading supplier to the Italian rolling stock and rail and urban
transit market and one of the major international operators in the sector. The
Company was formed on November 13, 1996 to combine the railway signaling and
automation business investments of the Purchaser.
The principal offices of Purchaser are located at Via Nuova delle Brecce
260, 80147 Naples, Italy. The telephone number of Purchaser at such location is
011 (39) 81-5650-111. The Purchaser is not subject to the informational filing
requirements of the Exchange Act.
For certain information concerning the executive officers and directors of
Purchaser, see Annex A.
Except as set forth below, neither Purchaser, nor, to the best knowledge of
Purchaser, any of the executive officers and directors of Purchaser listed on
Annex A, nor any associate or majority-owned subsidiary of any of the foregoing,
beneficially owns or has a right to acquire any Shares. Neither Purchaser nor,
to the best of knowledge of Purchaser, any of the persons or entities referred
to above, nor any of the respective executive officers, directors or
subsidiaries of any of the foregoing, has effected any transaction in the Shares
during the past 60 days except as set forth in the following paragraph.
At the time the Purchaser assumed the majority control of CSEE then held by
La Compagnie des Signaux S.A. ("CS") in June 1996, CS agreed to sell to the
Purchaser its remaining shares in CSEE. CS agreed to accept Shares in the
Company, which had not yet been formed, as payment for its shares in CSEE
provided that it have the right to put such Shares to the Purchaser for a fixed
amount. CS also agreed to give the Purchaser an option to acquire such Shares at
the same price, which option expired in June 1998. Pursuant to such agreements,
CS and the Purchaser entered into a Put-Call Option Agreement, dated as of
December 11, 1996 (as extended and amended in October 1998 and February 1999),
when the Company was capitalized, pursuant to which CS had the right,
exercisable between December 30, 1999 and June 30, 2000, to sell to the
Purchaser 2,000,000 Shares at a purchase price of FF 119,823,055. As CS declined
to extend again its put, on December 30, 1999 CS exercised its put right,
resulting in the Purchaser being required to acquire an additional 2,000,000
Shares on such date,
27
<PAGE>
bringing the aggregate amount of its ownership to 16,711,250 Shares, or
approximately 81.7% of the outstanding Shares of the Company.
The Purchaser does not currently have any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the Company, including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the voting
of any securities of the Company, joint ventures, loan or option arrangements,
puts or calls, guarantees of loans, guarantees against loss or the giving or
withholding of proxies except for the credit agreements and guarantees described
in "THE OFFER, Section 8--Certain Information Concerning the Company--Related
Party Transactions" and the option agreement, preemptive rights agreement and
registration rights agreement described below.
Option Agreement. The Purchaser entered into an option agreement with the
Company pursuant to which the Company granted to the Purchaser the option to
purchase all of the authorized priority shares of the Company for a purchase
price equal to the aggregate nominal value of such shares. Such option may be
exercised in the event that an unrelated third party acquires or announces a
tender offer seeking 20% or more of the outstanding common shares. In the event
that the Purchaser acquires the priority shares, the Purchaser would be entitled
to nominate the members of the Supervisory Board and Management Board of the
Company. Although such nominations would not be binding on the holders of common
shares, a resolution appointing a different candidate would require the approval
of a majority of at least two thirds of the votes cast at a General Meeting of
Ansaldo Signal shareholders, which majority represents more than one-half of the
issued share capital. If the Purchaser acquires the priority shares and still
holds at least one-third of the outstanding common shares, it would be able to
make nominations of the members of the Company's Supervisory Board and
Management Board. The Purchaser has agreed that, in the event that it acquires
the priority shares and, subsequently, its holdings of common shares fall below
25% of the outstanding common shares, the Company may repurchase the priority
shares for no consideration.
Preemptive Rights Agreement. Pursuant to the terms of a preemptive rights
agreement (the "Preemptive Rights Agreement") entered into between the Company
and the Purchaser, the Purchaser shall be granted the right, notwithstanding any
shareholder directive to the contrary, to purchase its pro rata share (based
upon the Purchaser's then current level of equity ownership in the Company) of
any issuances of common shares or other equity securities, or securities
convertible into or granting a right to purchase any such equity securities, to
third parties in the future. Such purchases shall be made on the same terms and
conditions as any third-party transaction that gives rise to the Purchaser's
right to make such purchase. The Preemptive Rights Agreement will expire at such
time as the Purchaser beneficially owns securities representing less than 30% of
the combined voting power of all issued and outstanding common shares and other
voting securities of the Company. By virtue of such agreement, the Purchaser
will be able to maintain a controlling interest in the Company. The Purchaser's
rights under the Preemptive Rights Agreement are transferable to any affiliate
of the Purchaser, including the Parent.
Registration Rights Agreement. Pursuant to the terms of a registration
rights agreement (the "Registration Rights Agreement") entered into between the
Company and the Purchaser, the Purchaser will have the right to require the
Company to register for public offering and sale all or a portion of the
Company's common shares held by the Purchaser from time to time (subject to
certain limitations) on a maximum of three occasions until such time as the
Purchaser beneficially owns less than 5% of the issued and outstanding common
shares of the Company. In addition, during the term of the Registration Rights
Agreement, the Purchaser will have the right to participate in any registration
of common shares initiated by the Company, subject to certain limitations.
The Purchaser has filed with the Commission a combined Schedule TO and a
Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Combined Schedule")
that contains additional information with respect to the Offer. The Combined
Schedule, and any amendments thereto, may be examined and copies may be obtained
by mail from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. The Combined Schedule, which
has been filed by the Purchaser with the Commission via the EDGAR System, can
also be obtained by accessing the Commission's a website at http://www.sec.gov.
10. SOURCE AND AMOUNT OF FUNDS.
The Offer is not conditioned upon any financing arrangements. The total
amount of funds required by Purchaser to consummate the Offer, including the
fees and expenses of the Offer, is estimated to be approximately $17 million.
Purchaser will obtain all such funds from a new or existing credit line or
credit line
28
<PAGE>
from the Parent or another affiliate. Parent has given comfort letters with
respect to certain credit lines of the Purchaser.
11. DIVIDENDS AND DISTRIBUTIONS.
Since inception, the Company has not paid any cash or other dividends on
its Shares. The Company currently requires all cash generated by its activities
to be invested in the operations of its business. The determination of the
amount of future cash dividends, if any, to be declared and paid, however, will
depend upon, among other things, the Company's financial condition, funds
received from operations, the level of its capital expenditures and its future
business prospects. The Company's current policy of not paying dividends is
based on belief of the Company's Board of Directors that the Company's earnings
are needed to support its current operations. If the Company should declare or
pay any dividend on the Shares or make any other distribution (including the
issuance of additional shares of capital stock pursuant to a stock dividend or
stock split, the issuance of other securities or the issuance of rights for the
purchase of any securities) with respect to the Shares that is payable or
distributable to shareholders of record on a date prior to the transfer to the
name of the Purchaser or its nominee or transferee on the Company's stock
transfer records of the Shares pursuant to the Offer, then, without prejudice to
the Purchaser's rights specified in "THE OFFER, Section 12--Conditions to the
Offer," (i) the purchase price per Share payable by the Purchaser pursuant to
the Offer will be reduced to the extent any such dividend or distribution is
payable in cash and (ii) any non-cash dividend, distribution or right shall be
received and held by the tendering shareholder for the account of the Company
and will be required to be promptly remitted and transferred by each tendering
shareholder to the Depositary for the account of the Purchaser, accompanied by
appropriate documentation of transfer. Pending such remittance and subject to
applicable law, the Purchaser will be entitled to all the rights and privileges
as owner of any such non-cash dividend, distribution or right and may withhold
the entire purchase price or deduct from the purchase price the amount or value
thereof, as determined by the Purchaser in its sole discretion.
12. CONDITIONS TO THE OFFER.
The Offer is subject to conditions such as a recommendation in favor of the
Offer by the Company's Management and Supervisory Boards and the Independent
Committee of the Supervisory Board, all of which have been given.
In addition, the Offer is conditioned upon the following:
o there shall have occurred no material adverse change in the condition,
business, results of operations or prospects of the Company other than
any material adverse change resulting from (i) changes in general
economic conditions, (ii) the announcement and performance of this Offer
and the transactions contemplated thereby and (iii) changes or
developments in the railway signaling and automation industry generally
or its markets;
o no governmental or judicial action shall have been taken which materially
adversely affects the consummation of the Offer;
o any material consents or authorizations, permits, orders or approvals of
any governmental body required for the consummation of an offer shall
have been obtained and any filings or registrations required to be made
with any governmental body shall have been made by the closing of our
offer; and
o there shall not have occurred (i) any general suspension for at least
three business days of trading in securities quoted on the Nasdaq
National Market, (ii) the declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States, The
Netherlands, or Italy (whether or not mandatory), (iii) the commencement
or material escalation of a war or armed hostilities having had or being
reasonably likely to have a material adverse effect on the condition,
business, assets, liabilities or results of operations of Ansaldo Signal
taken as a whole, or (iv) any limitation or proposed limitation (whether
or not mandatory) by any governmental body, or any other event, that
materially adversely affects generally the extension of credit by banks
or other financial institutions in Italy.
The foregoing conditions are for the sole benefit of the Purchaser, may be
asserted by the Purchaser regardless of the circumstances giving rise to such
condition and may be waived by the Purchaser in whole or in part and at any time
and from time to time. The failure by the Purchaser at any time to exercise any
of the foregoing rights shall not be deemed a waiver of any such right, and each
such right shall be deemed an ongoing right that may be asserted at any time and
from time to time.
29
<PAGE>
13. CERTAIN LEGAL MATTERS.
Except as otherwise disclosed herein, based on a review of publicly
available information filed by the Company with the Commission, the Purchaser is
not aware of (i) any license or regulatory permit that appears to be material to
the business of the Company and its subsidiaries, taken as a whole, that might
be adversely affected by the acquisition of Shares by the Purchaser pursuant to
the Offer or (ii) any approval or other action by any governmental,
administrative or regulatory agency or authority, domestic or foreign, that
would be required for the acquisition or ownership of Shares by the Purchaser as
contemplated herein. Should any such approval or other action be required, the
Purchaser currently contemplates that it would seek such approval or action. The
Purchaser's obligation under the Offer to accept for payment and pay for Shares
is subject to certain conditions. See "THE OFFER, Section 12--Conditions to the
Offer." While the Purchaser does not currently intend to delay the acceptance
for payment of Shares tendered pursuant to the Offer pending the outcome of any
such matter, there can be no assurance that any such approval or action, if
needed, would be obtained or would be obtained without substantial conditions or
that adverse consequences might not result to the business of the Company or
Purchaser or that certain parts of the businesses of the Company or the
Purchaser might not have to be disposed of in the event that such approvals were
not obtained or any other actions were not taken.
14. FEES AND EXPENSES.
Purchaser has retained Schroders to act as dealer manager in connection
with the Offer. Schroders will receive reasonable and customary compensation for
its services as dealer manager. Purchaser has also agreed to reimburse Schroders
for certain reasonable out-of-pocket expenses and to indemnify each such firm
against certain liabilities in connection with their services, including certain
liabilities under Federal securities laws. Schroders has from time to time
provided investment banking services to the Purchaser and affiliates of the
Purchaser for which Schroders has received reasonable and customary
compensation. It is expected that Schroders will continue to provide such
services to the Purchaser and its affiliates in the future.
Purchaser has retained Morrow & Co., Inc. to act as the Information Agent
and The Bank of New York to act as the Depositary in connection with the Offer.
The Information Agent may contact holders of Shares by personal interview, mail,
e-mail, telephone, facsimile transmission, telegraph and other methods of
electronic communication and may request brokers, dealers, commercial banks,
trust companies and other nominees to forward the Offer materials to beneficial
holders. The Information Agent and the Depositary will each receive reasonable
and customary compensation for their services. Purchaser has also agreed to
reimburse each such firm for certain reasonable out-of-pocket expenses and to
indemnify each such firm against certain liabilities in connection with their
services, including certain liabilities under Federal securities laws.
Except as set forth above, the Purchaser will not pay any fees or
commissions to any broker, dealer or other person for making solicitations or
recommendations in connection with the Offer. Brokers, dealers, banks and trust
companies will be reimbursed by the Purchaser for customary mailing and handling
expenses incurred by them in forwarding the Offer materials to their customers.
15. MISCELLANEOUS.
The Offer is being made to all holders of Shares other than the Purchaser.
Purchaser is not aware of any jurisdiction in which the making of the Offer or
the tender of Shares in connection therewith would not be in compliance with the
laws of such jurisdiction. In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of Purchaser by one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF PURCHASER NOT CONTAINED HEREIN OR IN THE LETTER OF
TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED.
ANSALDO TRASPORTI S.p.A.
February 18, 2000
30
<PAGE>
ANNEX A
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
OF PARENT AND PURCHASER
1. DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The following table sets
forth the name and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years, of each
director and executive officer of Purchaser. Each such person is a citizen of
Italy and the business address of each such person is c/o Ansaldo Trasporti
S.p.A., Via Nuova delle Brecce 260, 80147 Naples, Italy. Unless otherwise
indicated, each such person has held his or her present occupation as set forth
below, or has been an executive officer at Purchaser, or the organization
indicated, for the past five years.
<TABLE>
<CAPTION>
MATERIAL POSITIONS HELD
TITLE NAME PRESENT PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- -------------------- ------------------------ ----------------------------- -----------------------------
<S> <C> <C> <C>
Chairman Luciano Cravarolo Same 1998: President of Purchaser
1995-1998: Vice President of
Purchaser
Vice-Chairman and Rodolfo De Dominicis Same Jan.-May 1998: Chief
Vice President Executive Officer of
Purchaser; 1993-1997: Chief
Executive Officer of Logica
and President and Chief
Executive Officer of Vector
Director and Chief Luigi Roth Chairman, Breda Costruzioni Same
Executive Officer Ferroviarie S.p.A.
Director and Chief Costantino Savoia Chief Operating Officer, 1995-Jan. 1999: Chief
Operating Officer Purchaser Executive Officer of
Iritechna
Director Giorgio Fiore President, Firema Finanziaria Same
S.r.l.
Director Giovanni Masini Vice President, IRI S.p.A. Same
Director Salvatore Toriello First Vice President, Parent Same
</TABLE>
2. DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. The following table sets
forth the name and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years, of each
director and executive officer of Parent. Each such person is a citizen of Italy
and, the business address of each such person is c/o Finmeccanica S.p.A., Piazza
Monte Grappa 4, 00195 Rome, Italy. Unless otherwise indicated, each occupation
set forth opposite an individual's name refers to employment with Parent. Unless
otherwise indicated, each such person has held his or her present occupation as
set forth below, or has been an executive officer at Parent, or the organization
indicated, for the past five years.
<TABLE>
<CAPTION>
MATERIAL POSITIONS HELD
TITLE NAME PRESENT PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- -------------------- ------------------------ ----------------------------- -----------------------------
<S> <C> <C> <C>
Chairman Sergio Carbone Independent Professional; Same
Professor of International
Law, Genova University, Italy
Vice-Chairman Chief Alberto Lina Same 1995-1996: Chief Executive
Executive Officer Officer of Italimpianti;
Jan. 1996-June 1997: Managing
Director of Pirelli Cavi
Director Alberto Clo Professor, Bologna Same
University, Italy
Director Alberto Corrias Senior Vice President, IRI Same
S.p.A.
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
MATERIAL POSITIONS HELD
TITLE NAME PRESENT PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- -------------------- ------------------------ ----------------------------- -----------------------------
<S> <C> <C> <C>
Director Vincenzo Dettori Senior Vice President, IRI Same
S.p.A.
Director Gaetano Golinelli Professor, Rome University, Same
Italy
Director Guidalberto Guidi Independent Professional Same
Director Maurizio Marchetti Senior Vice President, IRI Same
S.p.A.
Director Paolo Mazzotto Independent Professional Same
Director Tommaso Vincenzo Senior Vice President, IRI Same
Milanese S.p.A.
Director Maurizio Prato Senior Vice President, IRI Same
S.p.A.
Director Gianfranco Zanda Professor, Rome University, Same
Italy
Chief Operating Giuseppe Bono Same 1994-1998: Vice President of
Officer Parent
Senior Vice Angelo Airaghi Same Same
President, Business
Development
Senior Vice Giancarlo Battista Same Same
President, Corporate
Communications and
International
Affairs
Senior Vice Alberto De Benedictis* Same Same
President, Strategic
Finance
Senior Vice Chiara Landeschi Same 1995-Feb.1998:
President, Legal Chief Legal Affairs of Alenia
Affairs Division of Parent.
Senior Vice Luigi Liccardo Same 1995-1999:
President, Co-Managing director of
Administration and Coinfra S.p.A.
Finance
Senior Vice Vitaliano Pappaianni Same Jan. 1992-Feb. 1998: First
President, Planning Vice President, Planning &
& Control Control of Parent
Senior Vice Elisio Prette Same 1994-1998: Human Resources
President, Human Director of Parent.
Resources
</TABLE>
- ------------------
* Beneficial owner of 3000 common shares of the Company with sole power as to
voting and disposition.
32
<PAGE>
ANNEX B
[Letterhead of ING Barings LLC]
February 17, 2000
Special Committee of the Board of Directors
Ansaldo Signal N.V.
Schiphol Boulevard 267
1118 BH Schiphol
The Netherlands
Attention: Mr. Lawrence W. Rosenfeld
Mr. Mark V. Santo
Gentlemen:
We understand that Ansaldo Trasporti S.p.A. ("Ansaldo Trasporti") has made
a proposal to acquire the remaining 3,737,500 of outstanding common shares (the
"Common Shares") of Ansaldo Signal N.V. ("Ansaldo" or the "Company") currently
held by public shareholders (the "Minority Shareholders") at a price per share
of $4.05 pursuant to a proposed cash tender offer (the "Proposed Transaction").
You have requested our opinion, as investment bankers, as to the fairness, from
a financial point of view, of the consideration to be offered to the Minority
Shareholders of Ansaldo.
In conducting our analysis and arriving at our opinion as expressed herein,
we have reviewed and analyzed, among other things, the following:
(i) the draft Offer to Purchase for cash all outstanding common shares
of Ansaldo at $4.05 per share by Ansaldo Trasporti, dated February 17,
2000;
(ii) the letter from Ansaldo Trasporti dated January 24, 2000
outlining the Proposed Transaction, which was filed with the Securities and
Exchange Commission on January 25, 2000 in the Company's Report on Form
6-K;
(iii) the Company's Annual Reports on Form 20-F for each of the fiscal
years ended December 31, 1996, December 31, 1997, and December 31, 1998 and
the Company's nine month results ended September 30, 1999 per a press
release dated December 14, 1999;
(iv) certain other publicly available information concerning the
Company and the trading market for the Common Shares;
(v) certain internal information and other data relating to the
Company, its business and prospects, including forecasts and projections,
provided to us by management of the Company;
(vi) certain publicly available information concerning certain other
companies engaged in businesses which we believe to be generally comparable
to the Company and the trading markets for certain of such other companies'
securities; and
(vii) the financial terms of certain recent business combinations
which we believe to be relevant.
We also interviewed certain officers and employees of the Company concerning its
business and operations, assets, present condition and prospects and undertook
such other studies, analyses and investigations as we deemed appropriate.
In arriving at our opinion, we have assumed and relied upon the accuracy
and completeness of the financial and other information used by us and have not
attempted independently to verify such information, nor do we assume any
responsibility to do so. We have assumed that the Company's forecasts and
projections provided to or reviewed by us have been reasonably prepared based on
the best current estimates and judgment of the Company's management as to the
future financial condition and results of operations of the Company. We have not
conducted a physical inspection of the properties and facilities of the Company,
nor have we made or
33
<PAGE>
obtained any independent evaluation or appraisal of such properties and
facilities. We have also taken into account our assessment of general economic,
market and financial conditions and our experience in similar transactions, as
well as our experience in securities valuation in general. Our opinion
necessarily is based upon economic, market, financial and other conditions as
they exist and can be evaluated on the date hereof and we assume no
responsibility to update or revise our opinion based upon events or
circumstances occurring after the date hereof. We reserve, however, the right to
withdraw, revise or modify our opinion based upon additional information which
may be provided to or obtained by us, which suggests, in our judgment, a
material change in the assumptions upon which our opinion is based.
This opinion does not address the Company's underlying business decision to
approve the Proposed Transaction or constitute a recommendation to the Minority
Shareholders as to whether the Minority Shareholders should accept the tender
offer constituting the Proposed Transaction or as to any other action such
Minority Shareholders should take regarding the Proposed Transaction. This
letter and the opinion expressed herein are for the use of the Special Committee
of the Board of Directors of the Company, as well as the Company's Management
Board and Supervisory Board. This opinion may not be reproduced, summarized,
excerpted from or otherwise publicly referred to or disclosed in any manner
without our prior written consent, except the Company may include this opinion
in its entirety in any information statement relating to the transaction sent to
the Company's shareholders.
Based upon and subject to the foregoing, it is our opinion as investment
bankers that the consideration to be offered to the Minority Shareholders in the
Proposed Transaction is fair, from a financial point of view, to such holders.
Very truly yours,
/s/ ING Barings LLC
ING BARINGS LLC
34
<PAGE>
Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, certificates for Shares
and any other required documents should be sent or delivered by each shareholder
of the Company or his broker, dealer, commercial bank, trust company or other
nominee to the Depositary, at one of the addresses set forth below:
The Depositary for the Offer is:
THE BANK OF NEW YORK
<TABLE>
<S> <C>
By Mail: By Hand or Overnight Delivery
The Bank of New York The Bank of New York
Tender & Exchange Department Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, New York 10286-1248 New York, New York 10286
</TABLE>
For confirmation call:
(212) 815-6156
Any questions or requests for assistance or additional copies of this Offer
to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
the Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 may be directed to the Information Agent at the address and telephone
numbers set forth below. Shareholders may also contact their broker, dealer,
commercial bank or trust company for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, New York 10022
Call Collect (212) 754-8000
Banks and Brokerage Firms, Please Call:
(800) 662-5200
SHAREHOLDERS PLEASE CALL: (800) 566-9061
The Dealer Manager for the Offer is:
SCHRODER & CO. INC.
Equitable Center
787 Seventh Avenue
New York, New York 10019
In New York City Call: (212) 492-6000
Call Toll Free: (877) 350-4796
<PAGE>
EXHIBIT (A)(2)
LETTER OF TRANSMITTAL
TO TENDER COMMON SHARES
OF
ANSALDO SIGNAL N.V.
PURSUANT TO THE OFFER TO PURCHASE
DATED FEBRUARY 18, 2000
OF
ANSALDO TRASPORTI S.P.A.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON MONDAY, MARCH 20, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
By Mail: Facsimile Transmission: By Hand or Overnight Delivery:
The Bank of New York (for Eligible Institutions Only) The Bank of New York
Tender & Exchange Department (212) 815-6213 Tender & Exchange Department
P.O. Box 11248 For confirmation telephone: 101 Barclay Street
Church Street Station (212) 815-6156 Receive and Deliver Window
New York, New York 10286-1248 New York, New York 10286
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by shareholders of Ansaldo
Signal N.V. if certificates for Shares (as such term is defined below) are to be
forwarded herewith or, unless an Agent's message (as defined in Instruction 2
below) is utilized, if tenders of Shares are to be made by book-entry transfer
to the account maintained by the Bank of New York as Depositary (the
"Depositary") at a Book-Entry Transfer Facility (as defined in and pursuant to
the procedures set forth in Section 3 of the Offer to Purchase). Shareholders
who deliver Shares by book-entry transfer are referred to herein as "Book-Entry
Shareholders" and other shareholders who deliver shares are referred to herein
as "Certificate Shareholders."
Shareholders whose certificates for Shares are not immediately available or
who cannot deliver either the certificates for, or a Book-Entry Confirmation (as
defined in Section 3 of the Offer to Purchase) with respect to, their Shares and
all other documents required hereby to the Depositary on or prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase) or who cannot
comply with the book-entry transfer on a timely basis may nevertheless tender
their Shares pursuant to the guaranteed delivery procedures set forth in Section
3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO A
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
<PAGE>
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
<TABLE>
<CAPTION>
DESCRIPTION OF SHARES TENDERED
- ----------------------------------------------------------------------------------
SHARES TENDERED
(ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
---------------------------------------------
NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S) TOTAL NUMBER OF
(PLEASE FILL IN, IF BLANK, EXACTLY SHARE SHARES NUMBER OF
AS NAME(S) CERTIFICATE REPRESENTED BY SHARES
APPEAR(S) ON SHARE CERTIFICATE(S)) NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
------------ ----------------- ------------
------------ ----------------- ------------
------------ ----------------- ------------
------------ ----------------- ------------
------------ ----------------- ------------
------------ ----------------- ------------
------------ ----------------- ------------
------------ ----------------- ------------
------------ ----------------- ------------
------------ ----------------- ------------
TOTAL SHARES:
------------ ----------------- ------------
</TABLE>
- ------------
(1) NEED NOT BE COMPLETED BY BOOK-ENTRY SHAREHOLDERS.
(2) UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES REPRESENTED
BY SHARE CERTIFICATES DELIVERED TO THE DEPOSITARY ARE BEING TENDERED. SEE
INSTRUCTION 4.
/ / CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE
ACCOUNTS MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY:
Name of Tendering Institution ______________________________________________
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
/ / CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s) _____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution which Guaranteed Delivery ______________________________
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
/ / CHECK HERE IF TENDER IS BEING MADE PURSUANT TO LOST OR MUTILATED SECURITIES.
SEE INSTRUCTION 10.
2
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Ansaldo Trasporti S.p.A. ("Purchaser"), a
corporation organized under the laws of Italy, the above-described common
shares, nominal value NLG .01 per share (the "Shares"), of Ansaldo Signal N.V.,
a corporation organized under the laws of The Netherlands (the "Company"),
pursuant to Purchaser's offer to purchase all of the outstanding Shares not
currently owned by Purchaser at a price of $4.05 per Share, net to the seller in
cash, without interest thereon (the "Offer Price") upon the terms and subject to
the conditions set forth in the Offer to Purchase dated February 18, 2000,
receipt of which is hereby acknowledged and in this Letter of Transmittal
(which, together with any amendments or supplements thereto or hereto,
collectively constitute the "Offer"). The undersigned understands that Purchaser
reserves the right to transfer or assign, in whole at any time, or in part from
time to time, to one or more of its affiliates, the right to purchase all or any
portion of the Shares tendered pursuant to the Offer, but the undersigned
further understands that any such transfer or assignment will not relieve
Purchaser of its obligations under the Offer and will in no way prejudice the
rights of tendering shareholders to receive payment for Shares validly tendered
and accepted for payment pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, subject to, and
effective upon, acceptance for payment of, and payment for, the Shares tendered
herewith in accordance with the terms of the Offer (including, if the Offer is
extended or amended, the terms and conditions of such extension or amendment),
the undersigned hereby sells, assigns and transfers to, or upon the order of,
Purchaser all right, title and interest in and to all the Shares that are being
tendered hereby and any and all non-cash dividends, distributions, rights, other
Shares or other securities issued or issuable in respect thereof on or after
February 18, 2000 (collectively, "Distributions") and irrevocably constitutes
and appoints the Depositary the true and lawful Agent and attorney-in-fact of
the undersigned with respect to such Shares and all Distributions, with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to (a) deliver certificates for such Shares and
all Distributions, or transfer ownership of such Shares and all Distributions on
the account books maintained by the Book-Entry Transfer Facility, together, in
either such case, with all accompanying evidences of transfer and authenticity,
to or upon the order of Purchaser, (b) present such Shares and all Distributions
for transfer on the books of the Company, and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares and all
Distributions, all in accordance with the terms and subject to the conditions of
the Offer.
The undersigned hereby irrevocably appoints the designees of the Purchaser,
and each of them, the attorneys-in-fact and proxies of the undersigned, each
with full power of substitution, to vote in such manner as each such
attorney-in-fact and proxy or any substitute thereof shall deem proper in the
sole discretion of such attorney-in-fact and proxy or such substitute, and
otherwise act (including pursuant to written consent) with respect to all of the
Shares tendered hereby and all Distributions which have been accepted for
payment by the Purchaser prior to the time of such vote or action, which the
undersigned is entitled to vote at any meeting of the shareholders (whether
annual or special and whether or not an adjourned meeting). This proxy and power
of attorney is coupled with an interest in the Shares and is irrevocable and is
granted in consideration of, and is effective upon, the acceptance for payment
of such Shares and all Distributions by the Purchaser in accordance with the
terms of the Offer. Such acceptance for payment shall revoke any other proxy
granted by the undersigned at any time with respect to such Shares and all
Distributions and no subsequent proxies will be given (or, if given, will not be
deemed effective) with respect thereto by the undersigned. The undersigned
understands that in order for the Shares to be validly tendered pursuant to the
Offer, immediately upon the Purchaser's acceptance of such Shares and all
Distributions for payment the Purchaser or its designee must be able to exercise
full voting rights with respect to such Shares and all Distributions including,
without limitation, voting at any meeting of the shareholders then scheduled.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares and all
Distributions tendered hereby, and that when the same are accepted for payment
by Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
the same will not be subject to any adverse claims. The undersigned will, upon
request, execute and deliver any additional documents deemed by the Depositary
or Purchaser to be necessary or desirable to complete the sale, assignment and
transfer of the Shares and all Distributions tendered hereby. In addition, the
undersigned shall promptly remit and transfer promptly to the Depositary for the
account of Purchaser any and all Distributions in respect of the Shares tendered
hereby, accompanied by appropriate documentation of transfer, and, pending such
remittance and transfer or appropriate assurance thereof, Purchaser shall be
entitled to all rights and privileges as owner of any such Distributions and may
withhold the entire purchase price or deduct from such purchase price, the
amount or value thereof, as determined by Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and such authority shall survive the death or incapacity of the undersigned,
and any obligation of the undersigned. All obligations of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Subject to the withdrawal rights set forth in "THE OFFER, Section
4--Withdrawal Rights" of the Offer to Purchase, the tender of Shares hereby made
is irrevocable.
3
<PAGE>
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer. The Purchaser's acceptance for payment of such
Shares will constitute a binding agreement between the undersigned and Purchaser
upon the terms and subject to the conditions of the Offer. The undersigned
recognizes that under certain circumstances set forth in the Offer to Purchase,
Purchaser may not be required to accept for payment any of the Shares tendered
hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price of all Shares purchased and/or
return any certificates for Shares not tendered or not accepted for payment in
the name(s) of the registered holder(s) appearing above under "Description of
Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of all Shares
purchased and/or return any certificates for Shares not tendered or not accepted
for payment (and accompanying documents, as appropriate) to the address(es) of
the registered holder(s) appearing under "Description of Shares Tendered." In
the event that the boxes entitled Special Payment Instructions and Special
Delivery Instructions are both completed, please issue the check for the
purchase price and/or issue any certificates evidencing Shares not tendered or
not accepted for payment in the name(s) of, and deliver said check and/or return
any such certificates to, the person(s) so indicated. The undersigned recognizes
that Purchaser has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the registered holder
thereof if Purchaser does not accept for payment any of the Shares so tendered.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares accepted for
payment is to be issued in the name of someone other than the undersigned, if
certificates for Shares not tendered or not accepted for payment are to be
issued in the names of someone other than the undersigned.
Issue check and/or Share certificate(s) to:
Name ___________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Address ________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
________________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not accepted for
payment and/or the check for the purchase price of Shares accepted for payment
is to be sent to someone other than the undersigned or to the undersigned at an
address other than that shown above.
Mail check and/or Share certificates to:
Name ___________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Address ________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
________________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
4
<PAGE>
IMPORTANT
HOLDER(S) SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 CONTAINED HEREIN)
________________________________________________________________________________
________________________________________________________________________________
(SIGNATURE(S) OF STOCKHOLDER(S))
Dated: ___________________________, 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Share certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted with this Letter of Transmittal. If signature is by trustee,
executor, administrator, guardian, attorney- in-fact, officer of a corporation
or other person acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 5.)
Name(s): _______________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Name of Firm ___________________________________________________________________
Capacity (full title) __________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ________________________________________________
Taxpayer Identification or Social Security Number ______________________________
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Title: _________________________________________________________________________
Name of Firm: __________________________________________________________________
Address: _______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ________________________________________________
Dated: ___________________________, 2000
5
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most commercial banks, savings and loan associations and
brokerage houses) that is a participant in the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program (each, an "Eligible
Institution"). NO SIGNATURE GUARANTEE IS REQUIRED ON THIS LETTER OF TRANSMITTAL
(A) IF THIS LETTER OF TRANSMITTAL IS SIGNED BY THE REGISTERED HOLDER(S) OF
SHARES (WHICH TERM, FOR PURPOSES OF THIS SECTION, INCLUDES ANY PARTICIPANT IN
ANY OF THE BOOK-ENTRY TRANSFER FACILITIES' SYSTEMS WHOSE NAME APPEARS ON A
SECURITY POSITION LISTING AS THE OWNER OF THE SHARES) TENDERED HEREWITH AND SUCH
REGISTERED HOLDER(S) HAVE NOT COMPLETED EITHER THE BOX ENTITLED "SPECIAL PAYMENT
INSTRUCTIONS" OR THE BOX ENTITLED "SPECIAL DELIVERY INSTRUCTIONS" ON THE LETTER
OF TRANSMITTAL OR (B) IF SUCH SHARES ARE TENDERED FOR THE ACCOUNT OF AN ELIGIBLE
INSTITUTION. SEE INSTRUCTION 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be used either if Share
certificates are to be forwarded herewith or, unless an Agent's Message is
utilized, if tenders are to be made pursuant to the procedures for tender by
book-entry transfer set in Section 3 of the Offer to Purchase. Share
certificates evidencing all physically tendered Shares or confirmation of any
book-entry transfer into the Depositary's account at the Book-Entry Transfer
Facility of Shares tendered by book-entry transfer, as well as this Letter of
Transmittal or facsimile thereof, properly completed and duly executed with any
required signature guarantees or an Agent's Message and any other documents
required by this Letter of Transmittal, must be received by the Depositary at
one of its addresses set forth herein prior to the Expiration Date.
Shareholders whose certificates for Shares are not immediately available or
who cannot deliver their certificates and all other required documents to the
Depositary on or prior to the Expiration Date or who cannot complete the
procedures for book-entry transfer on a timely basis may nevertheless tender
their Shares by properly completing and duly executing the Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of
the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made
by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser, must be received by the Depositary on or prior to the Expiration Date
and (iii) the Share certificates or confirmation of any book-entry transfer into
the Depositary's account at the Book-Entry Transfer Facility of Shares tendered
by book-entry transfer, as well as a Letter of Transmittal, properly completed
and duly executed with any required signature guarantees (or a facsimile
thereof, properly completed and duly executed with any required signature
guarantees or an Agent's Message), and all other documents required by this
Letter of Transmittal must be received by the Depositary within three trading
days after the date of execution of such Notice of Guaranteed Delivery. A
"trading day" is any day on which the Nasdaq National Market is open for
business.
If Share certificates are forwarded to the Depositary in multiple
deliveries, a properly completed and duly executed Letter of Transmittal (or
facsimile hereof) must accompany each such delivery.
THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. THE SHARES
WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. All tendering shareholders, by executing
this Letter of Transmittal or facsimile thereof, waive any right to receive any
notice of acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Shares tendered and the Share
certificate numbers with respect to such Shares should be listed on a separate
schedule and attached hereto.
6
<PAGE>
4. PARTIAL TENDERS. (Applicable to holders of Share Certificates Only).
If fewer than all the Shares evidenced by any Share certificate delivered to the
Depositary herewith are to be tendered hereby, fill in the number of Shares that
are to be tendered in the box entitled "Number of Shares Tendered." In any such
case, new certificate(s) for the remainder of the Shares that were evidenced by
the old certificates will be sent to the person signing this Letter of
Transmittal, unless otherwise provided in the box entitled "Special Delivery
Instructions" on this Letter of Transmittal, as soon as practicable after the
Expiration Date. ALL SHARES REPRESENTED BY CERTIFICATES DELIVERED TO THE
DEPOSITARY WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificate(s) without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal or any Share certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of the authority of such person so to act must be
submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share certificates or
separate stock powers are required unless payment or certificates for Shares not
tendered or not accepted for payment are to be issued in the name of a person
other than the registered holder(s). Signatures on any such Share certificates
or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by certificates listed and
transmitted hereby, the Share certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Share certificates. Signature(s) on any
such Share certificates or stock powers must be guaranteed by an Eligible
Institution.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, Purchaser will pay all transfer taxes with respect to the transfer and sale
of any Shares to it or its order pursuant to the Offer. If, however, payment of
the purchase price of any Shares purchased is to be made to, or if certificates
for Shares not tendered or not accepted for payment are to be registered in the
name of, any person other than the registered holder(s), or if tendered
certificates are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any transfer taxes
(whether imposed on the registered holder(s) or such other person) payable on
account of the transfer to such other person will be deducted from the purchase
price if satisfactory evidence of the payment of such taxes, or exemption
therefrom, is not submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES EVIDENCING THE
SHARES LISTED IN THIS LETTER OF TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS; WIRE TRANSFERS. If a check
for the purchase price of any Shares accepted for payment is to be issued in the
name of, and/or Share certificates for Shares not accepted for payment or not
tendered are to be issued in the name of or returned to, a person other than the
signer of this Letter of Transmittal or if a check is to be sent, and/or such
certificates are to be returned, to a person other than the signer of this
Letter of Transmittal, or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests
for assistance may be directed to or additional copies of the Offer to Purchase,
this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 may
be obtained from the Information Agent, at the address or telephone numbers set
forth below, or from brokers, dealers, commercial banks or trust companies.
9. SUBSTITUTE FORM W-9. Under the United States federal income tax law,
unless an exemption applies under the applicable law and regulations, 31% of
certain payments to a shareholder or other payee pursuant to the Offer must be
7
<PAGE>
withheld unless the shareholder or other payee provides his or her taxpayer
identification number ("TIN") (generally, the shareholder's employer
identification number or social security number) on the Substitute Form W-9 to
the Depositary and certifies that such number is correct. Certain shareholders
(including, among others, all corporations and certain foreign shareholders) are
not subject to these backup withholding and information requirements. In order
for a foreign shareholder to qualify as an exempt recipient, that shareholder
should submit an IRS Form W-8 or a Substitute Form W-8, signed under penalties
of perjury, attesting to that shareholder's exempt status. Such statements can
be obtained from the Depositary. Failure to provide the information on the form
may subject tendering shareholders to 31% backup withholding tax on the payment
of the purchase price of cash pursuant to the Offer.
10. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the shareholder should
promptly notify the Company's transfer agent, The Bank of New York. The
shareholder will then be instructed as to the steps that must be taken in order
to replace the Share certificate(s). This Letter of Transmittal and related
documents cannot be processed until the procedures for replacing lost, destroyed
or stolen Share certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR FACSIMILE HEREOF OR AN AGENT'S
MESSAGE TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER,
AND ALL OTHER REQUIRED DOCUMENTS, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under United States federal income tax law, a shareholder that is a United
States person (other than an "exempt recipient") whose tendered Shares are
accepted for purchase is required to provide the Depositary (as payer) with such
stockholder's correct taxpayer identification number on Substitute Form W-9
below. If such shareholder is an individual, the taxpayer identification number
is his social security number. If a tendering shareholder is subject to backup
withholding, such shareholder must cross out item (2) of the Certification box
on the Substitute Form W-9. If the Depositary is not provided with the correct
taxpayer identification number, the shareholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made to
such shareholder with respect to Shares purchased pursuant to the Offer may be
subject to backup withholding tax of 31%.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding tax and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that shareholder must submit an Internal Revenue Service Form
W-8, signed under penalties of perjury, attesting to that individual's exempt
status. A Form W-8 can be obtained from the Depositary. See enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding tax applies, the Depositary is required to withhold
31% of certain payments made to the shareholder. Backup withholding tax is not
an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding tax with respect to payment for Shares
purchased pursuant to the Offer, the shareholder must provide the Depositary
with his or her correct taxpayer identification number by completing the form
contained herein, certifying that the taxpayer identification number provided on
Substitute Form W-9 is correct and that (1) such shareholder has not been
notified by the Internal Revenue Service that he or she is subject to backup
withholding tax as a result of failure to report all interest or dividends or
(2) the Internal Revenue Service has notified the shareholder that he or she is
no longer subject to backup withholding tax.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social security
number or employer identification number of such shareholder. If the Shares are
registered in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which number to report.
8
<PAGE>
<TABLE>
<CAPTION>
PAYER'S NAME: THE BANK OF NEW YORK
<S> <C> <C>
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN FORM W-9 THE BOX AT -------------------------
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number(s)
(If awaiting TIN write
"Applied For")
FORM W-9
OR
DEPARTMENT OF THE -------------------------------
TREASURY INTERNAL Employer Identification Number
REVENUE SERVICE (If awaiting TIN write
"Applied For")
<CAPTION>
<S> <C>
PAYER'S REQUEST FOR PART 2 -- For payees exempt from backup withholding tax, see the enclosed Guidelines and
TAXPAYER complete as instructed therein.
IDENTIFICATION
NUMBER (TIN) PART 3 -- CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number Number
("TIN") (or I am waiting for a number to be issued for me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding,
or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am
subject to backup withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by
the IRS that you are currently subject to backup withholding because of under-reporting
interest or dividends on your tax returns. However, if after being notified by the IRS that
you are subject to backup withholding, you receive another notification from the IRS that
you are no longer subject to backup withholding, do not cross out such item (2). (Also see
instructions in the enclosed Guidelines).
SIGNATURE DATE , 2000
----------------------------------------------- ---------------------
------------------------------------------------------------------------------------------
(PLEASE PRINT)
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
TAX OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
9
<PAGE>
QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES OF THE OFFER TO
PURCHASE, THIS LETTER OF TRANSMITTAL AND OTHER TENDER OFFER MATERIALS MAY BE
DIRECTED TO THE INFORMATION AGENT AS SET FORTH BELOW:
THE INFORMATION AGENT FOR THE OFFER IS:
MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, New York 10022
Call Collect (212) 754-8000
Banks and Brokerage Firms, Please Call:
(800) 662-5200
SHAREHOLDERS PLEASE CALL: (800) 566-9061
<PAGE>
EXHIBIT (A)(3)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF COMMON SHARES
OF
ANSALDO SIGNAL N.V.
BY
ANSALDO TRASPORTI S.P.A.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON MONDAY, MARCH 20, 2000, UNLESS THE OFFER IS EXTENDED. SHARES
WHICH ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION DATE.
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the Offer (as defined below): (i) if certificates
("Share Certificates") evidencing common shares, NLG 0.01 nominal value per
share ("Shares"), are not immediately available; (ii) if Share Certificates and
all other required documents cannot be delivered to The Bank of New York, as
Depositary (the "Depositary"), prior to the Expiration Date (as defined in "THE
OFFER--Section 1. Terms of the Offer" of the Offer to Purchase); or (iii) if the
procedure for delivery by book-entry transfer cannot be completed on a timely
basis. This Notice of Guaranteed Delivery may be delivered by hand or mail to
the Depositary. See "THE OFFER--Section 3. Procedure for Tendering Shares" of
the Offer to Purchase.
The Depositary for the Offer is:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
By Mail: By Facsimile: By Hand or Overnight Delivery:
The Bank of New York (for Eligible Institutions Only) The Bank of New York
Tender & Exchange Department (212) 815-6213 Tender & Exchange Department
P.O. Box 11248 For confirmation telephone: 101 Barclay Street
Church Street Station (212) 815-6156 Receive and Deliver Window
New York, New York 10286-1248 New York, New York 10286
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION,
WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
1
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to ANSALDO TRASPORTI S.p.A., an Italian
corporation, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated February 18, 2000 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, together with the Offer to Purchase, constitute
the "Offer"), receipt of each of which is hereby acknowledged, the number of
Shares specified below pursuant to the guaranteed delivery procedure described
in "THE OFFER--Section 3. Procedures for Tendering Shares" of the Offer to
Purchase.
(PLEASE TYPE OR PRINT ALL INFORMATION BELOW)
Number of Shares Tendered:______________________________________________________
Share Certificate No(s) (if available):_________________________________________
Total Number of Shares
Represented by Certificate(s):__________________________________________________
Signature(s):___________________________________________________________________
Name(s) of Record Holder(s):____________________________________________________
Address(es):____________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Area Code and Telephone No(s):__________________________________________________
Name of Tendering Institution:__________________________________________________
Account Number:_________________________________________________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of the Medallion Signature
Guarantee Program or is otherwise an "Eligible Guarantor Institution" (as such
term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended), guarantees to deliver to the Depositary, at one of its addresses set
forth on the reverse side of this page, either Share Certificates evidencing the
Shares tendered hereby, in proper form for transfer, or confirmation of
book-entry transfer of such Shares into the Depositary's account at The
Depository Trust Company, in each case with delivery of a Letter of Transmittal
properly completed and duly executed with any required signature guarantees or a
Book-Entry Confirmation (as defined in "THE OFFER--Section 2. Acceptance for
Payment" of the Offer to Purchase) in the case of a book-entry delivery, and any
other required documents, all within three Nasdaq National Market trading days
of the date hereof.
Name of Firm:___________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
ZIP CODE
________________________________________________________________________________
AUTHORIZED SIGNATURE
________________________________________________________________________________
TITLE
Name:___________________________________________________________________________
PLEASE PRINT OR TYPE
Dated:____________________________________________________________________, 2000
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE
SENT WITH YOUR LETTER OF TRANSMITTAL.
2
<PAGE>
EXHIBIT (A)(4)
OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING COMMON SHARES
OF
ANSALDO SIGNAL N.V.
AT
$4.05 NET PER SHARE
BY
ANSALDO TRASPORTI S.P.A.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
MONDAY, MARCH 20, 2000, UNLESS THE OFFER IS EXTENDED
February 18, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Ansaldo Trasporti S.p.A. (the "Purchaser"), a
corporation organized under the laws of Italy, to act as Dealer Manager in
connection with the Purchaser's offer to purchase for cash all outstanding
common shares not currently owned by Purchaser (the "Shares"), nominal value NLG
0.01 per share, of Ansaldo Signal N.V., a company organized under the laws of
The Netherlands (the "Company"), at a price of $4.05 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated February 18, 2000 (the
"Offer to Purchase") and in the related Letter of Transmittal (which, as they
may be amended and supplemented from time to time, together constitute the
"Offer") copies of which are enclosed herewith. Please furnish copies of the
enclosed materials to those of your clients for whose accounts you hold Shares
in your name or in the name of your nominee.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase.
2. The Letter of Transmittal to tender Shares for your use and for
the information of your clients. Facsimile copies of the Letter of
Transmittal may be used to tender Shares.
3. The Notice of Guaranteed Delivery for Shares to be used to accept
the Offer if neither of the two procedures for tending Shares set forth in
the Offer to Purchase can be contemplated on a timely basis.
4. A printed form of the letter which may be sent to your clients for
whose accounts you hold Shares registered in your name or in the name of
your nominee, with space provided for obtaining such clients' instructions
with regard to the Offer.
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
6. A return envelope addressed to The Bank of New York (the
"Depositary").
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
MONDAY, MARCH 20, 2000, UNLESS THE OFFER IS EXTENDED.
Please note the following:
1. The tender price is $4.05 per Share, net to the seller in cash,
without interest thereon, as set forth in the Introduction to the Offer to
Purchase.
2. The Offer is being made for all of the Shares.
3. Tendering holders of Shares will not be obligated to pay brokerage
fees or commissions or, except as otherwise provided in Instruction 6 of
the Letter Transmittal, transfer taxes on the purchase of Shares by the
Purchaser pursuant to the Offer. However, United States federal income tax
backup withholding at a rate
1
<PAGE>
of 31% may be required, unless an exemption is available or unless the
required tax identification information is provided. See Instruction 9 of
the Letter of Transmittal.
4. The Offer and withdrawal rights will expire at 5:00 p.m., New York
City time, on Monday, March 20, 2000, unless the Offer is extended.
5. Each of the members of the Supervisory Board (including the
Independent Committee thereof) and the Management Board of the Company has
(i) determined that the Offer is fair to, and in the best interests of, the
holders of Shares (such holders, the "Holders") and other relevant
constituencies, the Company's subsidiaries and the enterprises carried on
by the Company and its subsidiaries, and (ii) recommended that the Holders
accept the Offer and tender their Shares pursuant to the Offer.
6. Notwithstanding any other provision of the Offer, payment for
Shares accepted for payment pursuant to the Offer will in all cases be made
only after timely receipt by the Depositary of (a) certificates evidencing
such Shares (the "Share Certificates") pursuant to the procedures set forth
in "THE OFFER, Section 3--Procedure for Tendering Shares" of the Offer to
Purchase, or a timely Book-Entry Confirmation (as defined in the Offer to
Purchase) with respect to such Shares, (b) the Letter of Transmittal or
(facsimile thereof), properly completed and duly executed, with any
required signature guarantees or an Agent's Message (as defined in the
Offer to Purchase) in connection with a book-entry transfer, and (c) any
other documents required by the Letter of Transmittal. Accordingly, payment
may not be made to all tendering Holders at the same time depending upon
when Share Certificates are actually received by the Depositary.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal or a facsimile thereof and any required
signature guarantee or other required documents should be sent to the Depositary
and (ii) Share Certificates representing the tendered Shares or a timely
Book-Entry Confirmation should be delivered to the Depositary in accordance with
the instructions set forth in the Letter of Transmittal and the Offer to
Purchase.
If Holders wish to tender, but if it is impracticable for them to forward
their Share Certificates or other required documents or complete the procedures
for book-entry transfer prior to the Expiration Date (as defined in the Offer to
Purchase), a tender may be effected by following the guaranteed delivery
procedures specified in "THE OFFER, Section 3--Procedures for Tendering Shares"
of the Offer to Purchase.
The Purchaser will not pay any fees or commission to an broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other than
the Dealer Manager, the Depositary and the Information Agent, as described in
the Offer to Purchase). The Purchaser will, however, upon request, reimburse you
for customary mailing and handling expenses incurred by you in forwarding any of
the enclosed materials to your clients. The Purchaser will pay or cause to be
paid any transfer taxes payable on the transfer of Shares to it, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
Schroder & Co. Inc., the Dealer Manager or Morrow & Co., Inc. the Information
Agent at their respective addresses and telephone numbers set forth on the back
cover of the Offer to Purchase. Additional copies of the enclosed materials may
be obtained from the Information Agent or the Dealer Manager or from brokers,
dealers, commercial banks or trust companies.
Very truly yours,
SCHRODER & CO. INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS THE AGENT OF THE PURCHASER, THE COMPANY, THE DEALER MANAGER,
THE DEPOSITARY, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN STATEMENTS
EXPRESSLY MADE IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL.
2
<PAGE>
EXHIBIT (A)(5)
OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING COMMON SHARES
OF
ANSALDO SIGNAL N.V.
AT
$4.05 NET PER SHARE
BY
ANSALDO TRASPORTI, S.P.A.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
MONDAY, MARCH 20, 2000, UNLESS THE OFFER IS EXTENDED.
February 18, 2000
To Our Clients:
Enclosed for your consideration is the Offer to Purchase, dated
February 18, 2000 (the "Offer to Purchase"), and the related Letter of
Transmittal (which, as they may be amended and supplemented from time to time,
together constitute the "Offer") relating to the offer by Ansaldo Trasporti,
S.p.A. (the "Purchaser"), a corporation organized under the laws of Italy, to
purchase all outstanding common shares not currently owned by Purchaser (the
"Shares"), nominal value NLG 0.01 per share, of Ansaldo Signal N.V., a company
organized under the laws of The Netherlands (the "Company"), at a price of $4.05
per Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer. Holders of Shares whose
certificates evidencing such Shares (the "Share Certificates") are not
immediately available or who cannot deliver their Share Certificates and all
other required documents to The Bank of New York as depositary (the
"Depositary") or complete the procedures for book-entry transfer prior to the
Expiration Date (as defined in the Offer to Purchase) must tender their Shares
according to the guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF SHARES HELD BY US FOR
YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED
TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD
BY US FOR YOUR ACCOUNT.
Accordingly, we request instruction as to whether you wish to have us
tender on your behalf any or all of the Shares held by us for your account
pursuant to the terms and conditions set forth in the Offer.
Please note the following:
1. The tender price is $4.05 per Share, net to the seller in cash,
without interest thereon, as set forth in the Introduction to the Offer to
Purchase.
2. The Offer is conditioned on, among other things, the absence of
(i) judicial and governmental action prohibiting the Offer and (ii) any
material adverse change in the condition, business, results of operations
or prospects of the Company other than any material adverse change
resulting from (a) changes in general economic conditions, (b) the
announcement and performance of the Offer and the transactions contemplated
thereby and (c) changes or developments in the railway signaling and
automation industry generally or its markets. See "THE OFFER,
Section 12--Conditions to the Offer" of the Offer to Purchase.
3. The Offer is being made for all of the Shares.
1
<PAGE>
4. Tendering holders of Shares will not be obligated to pay brokerage
fees or commissions or, except as otherwise provided in Instruction 6 of
the Letter of Transmittal, transfer taxes on the purchase of Shares by the
Purchaser pursuant to the Offer. However, United States federal income tax
backup withholding at a rate of 31% may be required, unless an exemption is
provided or unless the required taxpayer identification information is
provided. See Instruction 9 of the Letter of Transmittal.
5. The Offer and withdrawal rights will expire at 5:00 P.M., New York
City time, on Monday, March 20, 2000, unless the Offer is extended.
6. Each of the members of the Supervisory Board (including the
Independent Committee thereof) and the Management Board of the company has
(i) determined that the Offer is fair to, and in the best interest of, the
holders of Shares (such holders, the "Holders") and other relevant
constituencies, the Company's subsidiaries and the enterprises carried on
by the Company and its subsidiaries, (ii) approved the Offer to Purchase
and the transactions contemplated thereby, and (iii) recommended that the
Holders accept the Offer and tender their Shares pursuant to the Offer.
7. Notwithstanding any other provision of the Offer, payment for
Shares accepted for payment pursuant to the Offer will in all cases by made
only after timely receipt by the Depositary of (i) Share Certificates
pursuant to the procedures set forth in "THE OFFER, Section 3--Procedure
for Tendering Shares" of the Offer to Purchase, or a timely Book-Entry
Confirmation (as defined in the Offer to Purchase) with respect to such
Shares, (ii) the Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees or an
Agent's Message (as defined in the Offer to Purchase in connection with a
book-entry transfer, and (iii) any other documents required by the Letter
of Transmittal. Accordingly, payment may not be made to all tendering
Holders at the same time depending upon when Share Certificates are
actually received by the Depositary.
If you wish to have us tender any or all of the Shares held by us for your
account please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth herein. If you authorize the tender of your
Shares, all such Shares will be tendered unless otherwise specified below. An
envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD
BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF
PRIOR TO THE EXPIRATION DATE.
The Purchaser is not aware of any state or jurisdiction where the making of
the Offer is prohibited by administrative or judicial action pursuant to any
valid statute. If the Purchaser becomes aware of any valid statute prohibiting
the making of the Offer or the acceptance of Shares pursuant thereto, the
Purchaser will make a good faith effort to comply with such statute or seek to
have such statute declared inapplicable to the Offer. If, after such good faith
effort, the Purchaser cannot comply with such statute, the Offer will not be
made to (nor will tenders be accepted from or on behalf of) the holders of
Shares in such state or jurisdiction. In any state or jurisdiction where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of the
Purchaser by Schroder & Co. Inc. or one or more registered brokers or dealers
licensed under the laws of such state of jurisdiction.
2
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING COMMON SHARES
OF
ANSALDO SIGNAL N.V.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
to Purchase, dated February 18, 2000, and the related Letter of Transmittal
(which, as they may be amended and supplemented from time to time, together
constitute the "Offer") in connection with the offer by Ansaldo Trasporti S.p.A.
(the "Purchaser"), a corporation organized under the laws of Italy, to purchase
all outstanding common shares (the "Shares"), nominal value NLG 0.01 per share,
of Ansaldo Signal N.V., a company organized under the laws of The Netherlands
(the "Company"), not already owned by the Purchaser at a price of $4.05 per
Share, net to the seller in cash, without interest thereon (the "Share Offer
Price") upon the terms and subject to the conditions set forth in the Offer.
This will instruction you to tender to the Purchaser the number of Shares
indicated below (or if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
Type of Shares to be Tendered (check box):
<TABLE>
<CAPTION>
NUMBER OF SHARES SIGN HERE
TO BE TENDERED*
<S> <C>
--------------------------------------------------
--------------------------------------------------
SHARES Signature(s)
--------------------------------------------------
Please print name(s)
--------------------------------------------------
Print Address(es):
--------------------------------------------------
Area Code and Telephone Number(s)
--------------------------------------------------
Taxpayer Identification or Social Security Number(s)
</TABLE>
- ------------------
* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
3
<PAGE>
EXHIBIT (A)(6)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
WHAT NAME AND NUMBER TO PROVIDE:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- --------------------------------------------------------------------------------
<S> <C>
1. An individual's account The individual
2. Two or more individuals The actual owner of the account or,
(joint account) if combined funds, the first
individual on the account(1)
3. Custodian account of a minor (Uniform The minor(2)
Gift to Minors Act)
4. (a) The usual revocable savings trust The grantor-trustee(1)
account (grantor is also a
trustee)
(b) So-called trust account that is The actual owner(3)
not a legal or valid trust under
state law
5. Sole proprietorship The owner(3)
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
GIVE THE EMPLOYER IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- --------------------------------------------------------------------------------
<S> <C>
6. A valid trust, estate, or pension Legal entity(4)
trust
7. Corporate account The corporation
8. Association, club, religious, The organization
charitable, educational or other tax-
exempt organization
9. Partnership The partnership
10. A broker or registered nominee The broker or nominee
11. Account with the Department of The public entity
Agriculture in the name of a public
entity (such as a state or local
government, school district or
prison) that receives agricultural
program payments
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Provide the name of the owner.
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the identifying number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.)
NOTE:
(i) If no name is circled when there is more than one name, the number
will be considered to be that of the first name listed.
(ii) If you are an individual, you must generally provide the name shown on
your social security card. However, if you have changed your last
name, for instance, due to marriage, without informing the Social
Security Administration of the name change, please enter your first
name, the last name shown on your social security card, and your new
last name.
(iii) For a joint account, only the person whose taxpayer identification
number is shown on the Substitute Form W-9 should sign the form.
1
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number, apply for one immediately.
To apply, obtain Form SS-5, Application for a Social Security Card (for
individuals), from your local office of the Social Security Administration, or
Form SS-4, Application for Employer Identification Number (for businesses and
all other entities), from your local office of the Internal Revenue Service.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees that are specifically exempted from backup withholding tax on ALL
payments include the following:
o A corporation.
o A financial institution.
o An organization exempt from tax under section 501(a), or an individual
retirement account or a custodial account under section 403(b)(7).
o The United States or any agency or instrumentality thereof.
o A state, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.
o An international organization or any agency or instrumentality thereof.
o A dealer in securities or commodities required to register in the United
States or a possession of the United States.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o An entity registered at all times under the Investment Company Act of 1940.
o A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments of dividends to nonresident aliens subject to withholding under
section 1441 of the Code.
o Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is not paid in
money.
o Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding including the
following:
o Payments of interest on obligations issued by individuals. Note: A payee may
be subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and such payee has not provided
its correct taxpayer identification number to the payer.
o Payments of tax-exempt interest (including exempt-interest dividends under
section 852 of the Code).
o Payments described in section 6049(b)(5) of the Code to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451 of the Code.
o Payments made by certain foreign organizations.
o Payments made to a nominee.
EXEMPT PAYEES DESCRIBED ABOVE SHOULD STILL COMPLETE THE SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING TAX. IF YOU ARE EXEMPT, FILE
SUBSTITUTE FORM W-9 WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER
(IF YOU HAVE ONE), WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE
PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends and patronage dividends that are
not subject to information reporting are also not subject to backup withholding.
For details, see the regulations under sections 6041, 6041A(a), 6045, and
6050(A) of the Code. PRIVACY ACT NOTICE. Section 6109 of the Code requires most
recipients of dividends, interest or other payments to give taxpayer
identification numbers to payers who must report the payments to the IRS. The
IRS uses the numbers for identification purposes. Payers must be given the
numbers whether or not recipients are required to file tax returns. Payers must
generally withhold 31% of taxable interest, dividends and certain other payments
to a payee who does not furnish a taxpayer identification number to a payer.
Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your correct taxpayer identification number to a payer, you may be
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis that results in no backup
withholding tax, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
2
<PAGE>
EXHIBIT (A)(7)
ANSALDO TRASPORTI S.P.A.
Contact: Giuseppe Gallini
Phone: 39-081-243-2236
Fax: 39-081-243-2699
Press Release
ANSALDO TRASPORTI ANNOUNCES PROPOSAL TO ACQUIRE
ALL OUTSTANDING SHARES OF ANSALDO SIGNAL N.V.
JANUARY 24, 2000 (ROME, ITALY)--Ansaldo Trasporti S.p.A. announced today
that it proposed to acquire the remaining 18.3% of outstanding Common Shares of
Ansaldo Signal N.V. (NASDAQ: ASIGF) currently held by public shareholders at a
price per share of $3.80 pursuant to a cash tender offer.
The offer will be launched subject to its affirmative recommendation to the
public shareholders of Ansaldo Signal by the company's Managing Board,
Supervisory Board and any committee of independent members of the Supervisory
Board which Ansaldo Signal might choose to appoint. The offer is not conditioned
on obtaining financing or on a minimum number of shares being tendered. Upon
successful completion of the tender, the shares of Ansaldo Signal will no longer
be listed on the NASDAQ National Market.
This proposed transaction has a total value of approximately
US$14 million.
The managing director and chief executive officer of Ansaldo Signal has
indicated to Ansaldo Trasporti that he would call a meeting of the Board of
Directors of the Company later today. It is expected that at such meeting the
Board of Directors will appoint an independent committee to evaluate and analyze
the fairness of the offer and to authorize such committee to retain independent
counsel and investment bankers to assist it in this transaction.
No assurance can be given with respect to whether any transaction will
occur. Ansaldo Trasporti does not intend to disclose any details of any
discussions relating to the transaction pending their outcome.
Schroder & Co. Inc. will serve as financial adviser to Ansaldo Trasporti
for this transaction.
Ansaldo Trasporti S.p.A., an Italian corporation and a majority-owned
subsidiary of Finmeccanica S.p.A., is a manufacturing company engaged in the
design, manufacture and sale of freight and light rail cars and systems. It
presently owns 81.7% of the outstanding shares of Ansaldo Signal. Ansaldo Signal
offers signaling automation and control systems, products, services and
maintenance to rail-based customers around the world. Based in Schiphol, The
Netherlands, Ansaldo Signal was formed in November 1996 to combine the railway
signaling and automation business investments of Ansaldo Trasporti.
This press release contains forward-looking statements made pursuant to the
safe harbor provisions of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Act of 1934. These forward-looking statements are
subject to uncertainties that could cause actual events to differ from those in
the statements, including, without limitation, a change in the business plan of
Ansaldo Trasporti S.p.A., the outcome of negotiations with Ansaldo Signal N.V.,
or adverse business, regulatory or economic developments.
Holders of the Common Shares of Ansaldo Signal N.V. should read the Offer
to Purchase that will be disseminated by Ansaldo Trasporti S.p.A. upon
commencement of the cash tender offer. Ansaldo Trasporti will file the Offer to
Purchase with the Securities and Exchange Commission at that time. The Offer to
Purchase and other filed documents relating to the tender offer will be
available from the Public Reference Room of the Commission, subject to a copying
fee. The Commission's address is 450 5th St., N.W. Washington, D.C. 20549. The
telephone number of the Public Reference Room is (202) 942-8090. Copies of the
materials will also be available directly from Ansaldo Trasporti by calling
011-39-081-243-2236 or writing to Ansaldo Trasporti S.p.A., Via Nuova delle
Brecce 260, 80147 Naples, Italy.
1
<PAGE>
EXHIBIT (A)(8)
ANSALDO TRASPORTI S.P.A.
Contact: Giuseppe Gallini
Phone: 39-081-243-2236
Fax: 39-081-243-2699
ANSALDO TRASPORTI INCREASES PROPOSED
TENDER OFFER PRICE TO $4.05 PER SHARE
FEBRUARY 7, 2000 (ROME, ITALY)--Ansaldo Trasporti S.p.A. announced today
that it has increased the price per share to be paid pursuant to its proposed
cash tender offer for the remaining 18.3% of outstanding common shares of
Ansaldo Signal N.V. (NASDAQ: ASIGF) currently held by public shareholders to
$4.05.
The action was taken by the Board of Ansaldo Trasporti today after
representatives of the Company negotiated the terms and conditions of the offer
with the Independent Committee of the Supervisory Board of Ansaldo Signal.
As previously announced, the offer will be launched subject to its
affirmative recommendation to the public shareholders of Ansaldo Signal by its
Managing Board, Supervisory Board and the Independent Committee appointed by the
Supervisory Board. The offer is not conditioned on obtaining financing or on a
minimum number of shares being tendered. Upon completion of the tender, it is
anticipated that the shares of Ansaldo Signal will no longer be listed on the
NASDAQ National Market.
This proposed transaction has a total value of approximately
US$15.1 million.
No assurance can be given with respect to whether any transaction will
occur. Ansaldo Trasporti does not intend to disclose any details of any
discussions relating to the transaction pending their outcome.
Ansaldo Trasporti S.p.A., an Italian corporation and a majority-owned
subsidiary of Finmeccanica S.p.A., is a manufacturing company engaged in the
design, manufacture and sale of freight and light rail cars and systems. It
presently owns 81.7% of the outstanding shares of Ansaldo Signal. Ansaldo Signal
offers signaling automation and control systems, products, services and
maintenance to rail-based customers around the world. Based in Schiphol, The
Netherlands, Ansaldo Signal was formed in November 1996 to combine the railway
signaling and automation business investments of Ansaldo Trasporti.
This press release contains forward-looking statements made pursuant to the
safe harbor provisions of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Act of 1934. These forward-looking statements are
subject to uncertainties that could cause actual events to differ from those in
the statements, including, without limitation, a change in the business plan of
Ansaldo Trasporti S.p.A., the outcome of negotiations with Ansaldo Signal N.V.,
or adverse business, regulatory or economic developments.
Holders of the Common Shares of Ansaldo Signal N.V. should read the Offer
to Purchase that will be disseminated by Ansaldo Trasporti S.p.A. upon
commencement of the cash tender offer. Ansaldo Trasporti will file the Offer to
Purchase with the Securities and Exchange Commission at that time. The Offer to
Purchase and other filed documents relating to the tender offer will be
available from the Public Reference Room of the Commission, subject to a copying
fee. The Commission's address is 450 5th St., N.W. Washington, D.C. 20549. The
telephone number of the Public Reference Room is (202) 942-8090. Copies of the
materials will also be available directly from Ansaldo Trasporti by calling
011-39-081-243-2236 or writing to Ansaldo Trasporti S.p.A., Via Nuova delle
Brecce 260, 80147 Naples, Italy.
1
<PAGE>
Confidential
- --------------------------------------------------------------------------------
Ansaldo Signal N.V.
Discussion Materials for the Special Committee of the Board of Directors
February 17, 2000
ING [LOGO] BARINGS
- --------------------------------------------------------------------------------
<PAGE>
Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
o The following materials (the "Presentation") were prepared for the Special
Committee of the Board of Directors of Ansaldo Signal N.V. ("Ansaldo" or
the "Company") who has requested that ING Barings LLC ("ING Barings")
provide its opinion as investment bankers as to the fairness, from a
financial point of view, of the consideration to be offered to the
minority shareholders of Ansaldo pursuant to a proposed cash tender offer
by Ansaldo Trasporti S.p.A., ("Ansaldo Trasporti"), the Company's majority
shareholder.
o These materials are based solely on information contained in publicly
available documents and other information provided to us by Ansaldo. ING
Barings has had discussions with senior officers of the Company but does
not assume responsibility for the accuracy, completeness or reasonableness
of the information provided to ING Barings in these discussions or
otherwise and has not attempted independently to investigate or verify any
publicly available information, projections or other information provided
to ING Barings and included or otherwise used in these materials.
Estimates and projections used in these materials involve significant
elements of subjective judgment and analysis which may or may not be
correct, and there can be no assurance that these estimates or projections
will be attained. ING Barings expresses no opinion as to the estimates and
projections or the assumptions underlying them. ING Barings is furnishing
these materials, and you should consider these materials, only in
connection with the opinion that ING Barings is providing in connection
with this transaction. The preparation of these materials was completed on
February 11, 2000. These materials are intended for the benefit and use of
the Special Committee of the Board of Directors of Ansaldo in its
consideration of the proposed transaction discussed and may not be
reproduced, disseminated, quoted or referred to, in whole or in part, or
used for any other purpose, without the prior written consent of ING
Barings.
o The estimates of value prepared within the Presentation represent
hypothetical values that were developed solely for purposes of the
Presentation. Such estimates reflect computations of potential values
through the application of various generally accepted valuation
techniques, which may not reflect actual market values. Estimates of value
are not appraisals and do not necessarily reflect values which may be
realized if any particular assets of Ansaldo are sold. We have not
appraised nor undertaken any valuation of any assets or property nor made
any solvency analysis of Ansaldo. Because such estimates are inherently
subject to uncertainty, ING Barings does not assume any responsibility for
their accuracy. The Presentation assumes that the financial forecasts
provided to us and prepared by management of Ansaldo have been reasonably
prepared on a basis reflecting the best currently available judgment of
the management of Ansaldo as to the future financial performance of the
Company. In its analyses, ING Barings made numerous assumptions with
respect to general business and economic conditions and other matters. Any
assumptions employed by ING Barings' analyses are not necessarily
indicative of actual outcomes, which may be significantly more or less
favorable than those developed for the Presentation.
o This Presentation necessarily is based on regulatory, economic, market and
other conditions as they exist on, and the information made available to
us as of, the date hereof. Subsequent developments may affect this
Presentation, and we do not have any obligation to update or reaffirm this
Presentation.
- --------------------------------------------------------------------------------
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Page 1
<PAGE>
Table of Contents Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
I. Introduction
II. Summary of Key Terms of the Proposed Transaction
III. Background of the Proposed Transaction
IV. Financial Overview
V. Valuation Summary
Appendices
1. Analysis of Publicly-Traded Comparable Companies
2. Analysis of Comparable M&A Transactions
3. Discounted Cash Flow Analysis
4. Management Projections
5. Opinion Letter
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Page 2
<PAGE>
Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Introduction
- --------------------------------------------------------------------------------
ING [LOGO] BARINGS
Page 3
<PAGE>
Introduction Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
o ING Barings has been retained by the Special Committee of Ansaldo to opine
as to the fairness from a financial point of view the consideration to be
offered to the minority shareholders of the Company pursuant to a proposed
cash tender offer of $4.05 per share by Ansaldo Trasporti, the Company's
majority shareholder (the "Proposed Transaction").
o In conducting our analysis and arriving at our opinion as expressed
herein, we have reviewed and analyzed, among other things, the following:
- the letter from Ansaldo Trasporti dated January 24, 2000 outlining
the terms and conditions of their initial proposal;
- Ansaldo Trasporti's Offer to Purchase describing its tender offer
for all outstanding common shares of Ansaldo;
- the Company's Annual Reports on Form 20-F for each of the fiscal
years ended December 31, 1998, December 31, 1997 and December 31,
1996 and the Company's nine month results ended September 30, 1999
per a press release dated December 14, 1999;
- certain other publicly available information concerning the Company
and the trading market for the Company's common stock;
- certain internal information and other data relating to the Company,
its business and prospects, including forecasts and projections,
provided to us by management of the Company;
- certain publicly available information concerning certain other
companies engaged in business which we believe to be generally
comparable to the Company and the trading markets for certain of
such other companies' securities;
- the financial terms of certain recent business combinations which we
believe to be relevant; and
- we have also interviewed certain senior officers of the Company
concerning its business and operations, assets, present condition
and prospects and undertook such other studies, analyses and
investigations as we deemed appropriate.
- --------------------------------------------------------------------------------
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Page 4
<PAGE>
Introduction Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
o It is our opinion as investment bankers that the consideration to be
offered to the minority shareholders of Ansaldo in the Proposed
Transaction is fair from a financial point of view.
- Please refer to Appendix 5 for a copy of our Opinion Letter to the
Special Committee.
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Page 5
<PAGE>
Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Summary of Key Terms of the Proposed Transaction
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ING [LOGO] BARINGS
Page 6
<PAGE>
Summary of Key Terms of the Proposed Transaction Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Consideration Offered: o Cash per Ansaldo share: $4.05
Transaction Structure: o Ansaldo Trasporti will offer to purchase the
common shares of the Company that it does
not own (approximately 3,737,500 shares)
through a cash tender offer.
o Ansaldo Trasporti's tender offer will not be
conditioned on a minimum number of shares
being tendered.
Financing of the
Proposed Transaction: o Financing is not a condition of Ansaldo
Trasporti's offer.
Current Ownership
------------
Public
Shareholders
------------
|
|
18.3% |
|
|
------------ ---------- ------------
Ansaldo 81.7% Ansaldo 55.5% Finmeccanica
Signal N.V. <-------- Trasporti <-------- S.p.A.
------------ S.p.A. ------------
----------
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<PAGE>
Summary of Key Terms of the Proposed Transaction Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Proposed Ownership
------------
Public <----------------|
Shareholders |
------------ |
| |
| $4.05 per share
| |
| |
| |
------------ ---------- ------------
Ansaldo 100.0% Ansaldo 55.5% Finmeccanica
Signal N.V. <-------- Trasporti <-------- S.p.A.
------------ S.p.A. ------------
----------
Conditions: o No material adverse change in the condition,
business, results of operations or prospects
of Ansaldo.
o Affirmative recommendation of the Proposed
Transaction by the Special Committee and
Supervisory Board.
o No adverse governmental or judicial action.
o Obtaining any material governmental consents
or authorizations, permits, orders or
approvals and satisfaction of any material
filings or registrations.
o Other customary conditions.
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<PAGE>
Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Background of the Proposed Transaction
- --------------------------------------------------------------------------------
ING [LOGO] BARINGS
Page 9
<PAGE>
Background of the Proposed Transaction Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
o Since early 1998, the senior management of Ansaldo has advocated that the
Company's Supervisory Board should explore its strategic alternatives with
respect to the publicly-traded 18.3% of outstanding common shares of the
Company (the "Minority Interest") not owned by Ansaldo Trasporti.
o In 1998 and 1999, Ansaldo had a series of informal discussions with a
number of companies in the rail supply industry regarding potential
business combinations which could have involved this Minority Interest.
These discussions did not progress beyond preliminary stages for various
reasons, including the unwillingness of Ansaldo Trasporti to accept an
ownership position in the Company of less than 50%.
o Concurrently, Ansaldo Trasporti has also been engaged in discussions with
Ansaldo regarding a potential acquisition of the Minority Interest. We
have been informed that in early to mid-1998, Ansaldo Trasporti retained
Schroder & Co. to advise them on the acquisition of the Minority Interest.
o On January 24, 2000, the Company announced that it had received a letter
from Ansaldo Trasporti proposing that it purchase the Minority Interest at
a price of $3.80 per share pursuant to a cash tender offer.
- --------------------------------------------------------------------------------
ING [LOGO] BARINGS
Page 10
<PAGE>
Background of the Proposed Transaction Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
o On January 24, 2000, James Sanders, Managing Director and Chief Executive
Officer of Ansaldo, called a meeting of the Company's Supervisory Board
and appointed a Special Committee to evaluate the fairness of Ansaldo
Trasporti's offer.
o On January 27, 2000, ING Barings was engaged by the Special Committee to
provide an opinion with respect to the fairness of the Proposed
Transaction, from a financial point of view.
o On February 5, 2000, the Company's Special Committee met with Ansaldo
Trasporti to discuss the offer price. As a result of this meeting, Ansaldo
Trasporti raised the offer price from $3.80 to $4.05.
- --------------------------------------------------------------------------------
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Page 11
<PAGE>
Background of the Proposed Transaction Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Industry Environment
o Management has conveyed that its participation in the signaling and
automation sector of the rail supply industry is characterized by
long-term projects and governmental customers, and therefore, a number of
operational challenges.
- Fixed price contracts put significant cost overrun risks on
the service provider.
- High working capital requirements.
- Significant bonding requirements.
- Long duration of contracts (typically 12 - 36 months).
- Risk of change in customer specifications after contract is
signed.
o The large-project nature of Ansaldo's business makes earnings very
difficult to forecast.
- The difficulty of forecasting Ansaldo's financial results is
demonstrated by its 1999 expected EBITDA ($24.7 million)
falling short of original budget ($37.6 million) by
approximately 34%.
o The outlook for the overall North American rail supply industry has been
weakening due to production overcapacity and the recently announced merger
of the Burlington Northern Santa Fe ("BNI") and Canadian National Railway
Company ("CNI").
- Production overcapacity is being driven by record shipments
over the last two years.
- "Decision paralysis, cost synergies and pricing pressures"
associated with the merger of BNI and CNI are potential
negatives in the short-term.
- Industry downturn expected to last at least through mid-year
2000.
o However, management also indicated that long-term industry opportunities
are being created from the standardization and inter-operability of
European rail systems (ERTMS).
o We also note that on January 10, 2000, ING Barings Research Analyst Wendy
Caplan downgraded the entire Rail Supply Group to "Hold."
- --------------------------------------------------------------------------------
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<PAGE>
Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Financial Overview
- --------------------------------------------------------------------------------
ING [LOGO] BARINGS
Page 13
<PAGE>
Financial Overview Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Summary Income Statement
o FY 1999 - FY 2003 projections are per Ansaldo management and have not been
adjusted by ING Barings.
- A detailed breakout of pro forma adjustments is shown on the
following page.
<TABLE>
<CAPTION>
Years Ending December 31,
-----------------------------------------------------------------------------------------------------
Historical (a) Projected (c)
------------------------------- LTM (b) ------------------------------------------------------
($ in millions) 1996 1997 1998 09/30/99 1999 2000 2001 2002 2003
------ ------ ------ -------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $353.5 $318.2 $354.5 $358.1 $345.3 $385.1 $435.1 $472.7 $522.1
% growth -- (10.0%) 11.4% -- (2.6%) 11.5% 13.0% 8.7% 10.4%
GAAP EBITDA ($24.0) $7.7 $34.2 $29.7 $24.7 $31.0 $44.7 $59.1 $71.3
% of sales NM 2.4% 9.6% 8.3% 7.1% 8.1% 10.3% 12.5% 13.7%
Pro Forma Adjustments $40.5 $9.4 ($2.4) ($2.2) ($2.2) $0.7 $0.0 $0.0 $0.0
Pro Forma EBITDA $16.5 $17.0 $31.8 $27.5 $22.5 $31.7 $44.7 $59.1 $71.3
% of sales 4.7% 5.3% 9.0% 7.7% 6.5% 8.2% 10.3% 12.5% 13.7%
D&A $11.4 $11.5 $10.0 $9.9 $9.9 $10.2 $11.5 $11.8 $12.7
% of sales 3.2% 3.6% 2.8% 2.8% 2.9% 2.6% 2.6% 2.5% 2.4%
Pro Forma EBIT $5.1 $5.5 $21.9 $17.7 $12.5 $21.5 $33.1 $47.3 $58.7
% of sales 1.5% 1.7% 6.2% 4.9% 3.6% 5.6% 7.6% 10.0% 11.2%
Net Interest Expense $6.1 $8.8 $10.3 $10.2 $11.4 $10.8 $9.7 $9.4 $8.6
% of sales 1.7% 2.8% 2.9% 2.8% 3.3% 2.8% 2.2% 2.0% 1.6%
Tax Expense (Benefit) $1.1 $3.8 $6.3 $4.1 $1.1 $9.2 $12.2 $18.5 $23.4
Effective rate NM NM 55.1% 55.0% 96.0% 85.8% 52.2% 48.7% 46.7%
Minority Interest ($0.1) $0.1 ($0.1) ($0.1) ($0.3) ($0.2) $0.0 $0.0 $0.0
% of sales NM 0.0% NM NM NM NM 0.0% 0.0% 0.0%
Pro Forma Net Income ($2.2) ($7.1) $5.1 $3.2 ($0.3) $1.4 $11.2 $19.5 $26.7
% growth -- NM NM -- NM NM 730.5% 73.6% 36.9%
Diluted EPS ($0.11) ($0.35) $0.25 $0.16 ($0.01) $0.07 $0.55 $0.95 $1.30
% growth -- NM NM -- NM NM 730.5% 73.6% 36.9%
</TABLE>
- ------------------------------
(a) As per Form 20-F dated December 31, 1998.
(b) As per press release dated December 14, 1999.
(c) FY99 - FY03 estimates as per Ansaldo Signal N.V. management as of February
11, 2000. Please see Appendix 4.
- --------------------------------------------------------------------------------
ING [LOGO] BARINGS
Page 14
<PAGE>
Financial Overview Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Reconciliation of Financial Data
<TABLE>
<CAPTION>
1996 1997 1998 LTM 1999 2000 2001 2002 2003
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GAAP EBIT ($35.4) ($3.9) $24.2 $19.9 $14.7 $20.8 $33.1 $47.3 $58.7
Non-Recurring Expenses (Income):
Write off of in-process R&D (a) 15.1 -- -- -- -- -- -- -- --
Reorganization charge (b) 17.3 -- -- -- -- -- -- -- --
MBTA contract adjustment (c) 7.1 11.0 -- -- -- -- -- -- --
Reversal of CSEE costs (d) -- (1.6) -- -- -- -- -- -- --
Gain on sale of patents (e) -- (1.4) -- (2.6) (2.6) -- -- -- --
Accounting adjustment (f) -- 1.4 -- -- -- -- -- -- --
Refinancing of Pittsburgh building (g) -- -- (1.0) -- -- -- -- -- --
French loan forgiveness (h) -- -- (1.4) -- -- -- -- -- --
Reserve release (i) -- -- -- (0.6) (0.6) -- -- -- --
Other non-recurring charges (j) 1.0 -- -- 1.0 1.0 0.7 -- -- --
---------------------------------------------------------------------------
Total Adjustments $40.5 $9.4 ($2.4) ($2.2) ($2.2) $0.7 $0.0 $0.0 $0.0
Pro Forma EBIT $5.1 $5.5 $21.9 $17.7 $12.5 $21.5 $33.1 $47.3 $58.7
===========================================================================
</TABLE>
Adjustments:
(a) Adjusts for write-off of in-process research & development.
(b) Adjusts for reorganization charges associated with the acquisition of the
remaining 51% interest in CSEE in 1996.
(c) Adjusts for MBTA contract.
(d) Adjusts for reversal of accrued reorganization costs charged in 1996
associated with CSEE acquisition.
(e) Adjusts for gain on sale of patents in 1997 and for a gain on sale of the
Automatic Block License in 1999.
(f) Adjustment for accounting of ceded contracts.
(g) Adjusts for gain from June 1998 restructuring of the financing of US&S
building in Pittsburgh.
(h) Adjusts for forgiveness of a research and development grant by the French
government.
(i) Adjustment for release of reserve.
(j) Adjusts for reclassification of an estimated $1.0 million
government-related labor expense to tax expense in 1996 and a $1.0 million
and $0.7 million charge for bad debts and WIP accruals in 1999 and 2000,
respectively.
- ------------------------------
Source: Ansaldo Signal N.V. management as of February 11, 2000. Please see
Appendix 4.
- --------------------------------------------------------------------------------
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Page 15
<PAGE>
Financial Overview Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Capitalization
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
12/31/98 9/30/99
----------------- -----------------
Amount % Rate Amount % Rate
------- ------ ------- ------
<S> <C> <C> <C> <C>
Short-term Borrowings and Capital Lease Obligations
Borrowings from Cofiri S.p.A $50.0 6.63% $48.0 6.01%
Borrowings from ATR 0.0 NA 17.4 6.55%
Borrowings, in Italy by ASF under various agreements with several banks 14.7 7.38% 15.6 4.64%
Borrowings under various lines of credit - USS 0.0 NA 21.4 8.00%
Borrowings under various lines of credit - Other 10.5 4.43% 23.6 5.52%
Current portion of obligations under capital leases 0.2 NA 0.1 NA
------ ------
$75.4 $126.1
Long-term Borrowings and Capital Leases
Ansaldo Segnalamento Ferroviario S.p.A. Notes $16.9 4.10% $15.5 3.50%
Union Switch & Signal Senior Notes 25.7 8.00% 0.0 NA
Union Switch & Signal long-term obligations under capital leases 2.0 NA 0.0 NA
CSEE long-term obligations under capital leases 0.0 NA 1.7 NA
------ ------
$44.6 $17.2
Borrowings from Controlling Shareholder (ATR)
Borrowings by the Company $17.9 7.00% $0.0 NA
Borrowings by ASF 5.2 6.38% 0.0 NA
Borrowings by ATSS (non-interest bearing) 1.9 0.00% 1.9 0.00%
Borrowings by ATSS 1.2 2.00% 1.2 1.00%
Other 0.0 NA 2.5 5.52%
------ ------
$26.3 $5.6
Total Debt $146.3 $148.9
</TABLE>
- --------------------------------------------------------------------------------
- ------------------------------
Source: As per Ansaldo Signal N.V. management as of February 11, 2000. Please
see Appendix 4.
- --------------------------------------------------------------------------------
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Page 16
<PAGE>
Financial Overview Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Summary Balance Sheet
($ in millions)
-------- ------------
12/31/98 12/31/99E(a)
-------- ------------
Assets:
Cash and marketable securities $12.9 $32.7
Net accounts receivable 104.6 100.8
Accounts receivable from parent and affiliates 10.1 1.5
Inventories 49.3 46.1
Costs in excess of billings 182.3 199.7
Deferred income taxes 6.8 0.0
Prepaid expenses and other current assets 13.8 19.5
-------- ------------
Total current assets $379.8 $400.4
Contract retentions receivable 11.3 7.2
Net property, plant and equipment 33.7 28.1
Net intangible assets 33.7 34.7
Deferred income taxes 9.3 0.0
Other assets 4.8 12.2
-------- ------------
Total assets $472.6 $482.6
======== ============
-------- ------------
12/31/98 12/31/99E(a)
-------- ------------
Liabilities:
Short term debt and current $75.4 $139.4
obligations under capital leases
Accounts payable 91.6 112.2
Accounts payable - parent and affiliates 5.0 2.5
Accrued liabilities 28.0 27.1
Accrued reorganization costs 2.3 0.0
Billings in excess of costs 53.1 47.9
Current portion of long term debt 4.3 0.0
-------- ------------
Total Current Liabilities $259.6 $329.2
Employee benefit obligations 22.5 0.0
Deferred income taxes 0.6 0.0
Other liabilities 10.8 27.8
Long term debt and obligations under capital leases 40.3 17.9
Long term debt from parent 26.3 3.0
-------- ------------
Total liabilities $360.2 $377.9
Total shareholders' equity 112.4 104.7
-------- ------------
Total liabilities and shareholders' equity $472.6 $482.6
======== ============
--------------------------------------------
Selected Credit Ratios
----------------------
--------------------------------------------
Total Debt at 12/31/99E $160.3
--------------------------------------------
Debt to Capital Ratios 1999E
-----
Debt / EBITDA 7.1x
Interest Coverage
EBITDA / Interest Expense 2.0x
EBIT / Interest Expense 1.1x
--------------------------------------------
(a) As per Ansaldo Signal N.V. management as of February 11, 2000. Please see
Appendix 4.
- --------------------------------------------------------------------------------
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Page 17
<PAGE>
Financial Overview Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Summary Cash Flow
($ in millions)
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1996 1997 1998
------ ------ ------
<S> <C> <C> <C>
Cash flows from operating activities:
Net Income (loss) ($38.9) ($12.7) $6.5
Depreciation and amortization 11.4 11.5 10.0
Deferred income taxes (2.3) 3.9 3.4
Gain on sale of fixed assets -- -- (1.0)
Acquired in process research and development 15.1 -- --
Changes in:
Working Capital (9.2) 4.0 (8.6)
Contracts - net (a) (13.5) (21.1) (29.2)
Accrued reorganization costs 16.6 (12.4) (1.9)
------ ------ ------
Net cash used in operating activities ($20.8) ($26.8) ($20.8)
Cash flows from investing activities:
Proceeds from sale of fixed assets and investments in affiliates -- -- 12.7
Capital expenditures and acquisitions (2.6) (7.1) (3.2)
Purchase of intangibles and other noncurrent assets (0.6) (0.3) (3.5)
------ ------ ------
Net cash provided by (used in) investing activities ($3.2) ($7.5) $6.1
Cash flows from financing activities:
Net proceeds from borrowing 54.5 34.6 52.5
Payments on borrowing and capital leases (22.6) (5.8) (29.1)
------ ------ ------
Net cash provided by financing activities $31.9 $28.8 $23.4
Effects of exchange rate changes on cash (0.1) (1.0) (0.3)
------ ------ ------
Net increase (decrease) in cash and cash equivalents $7.8 ($6.6) $8.4
Cash and cash equivalents at beginning of period 3.3 11.1 4.5
------ ------ ------
Cash and cash equivalents at end of period $11.1 $4.5 $12.9
====== ====== ======
</TABLE>
- ------------------------------
Source: Form 20-F dated December 31, 1998.
Projected cash flow not available in comparable format.
(a) Includes costs and estimated earnings in excess of billings on uncompleted
contracts, contract retentions receivable, billings in excess of costs and
estimated earnings on uncompleted contracts and contract retentions
payable.
- --------------------------------------------------------------------------------
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Page 18
<PAGE>
Financial Overview Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Public Market Valuation Before Announcement of Proposed Transaction
- --------------------------------------------------------------------------------
Market Value and Capitalization
- --------------------------------------------------------------------------------
($ in millions except per share amounts)
30 Day Average price as of January 21, 2000 (a) $2.33
Shares Outstanding 20.4
------
Equity Value $47.6
Plus: Total Debt (As of 12/31/99) 160.3
Less: Cash and Marketable Securities (As of 12/31/99) (32.7)
------
Total Enterprise Value $175.2
======
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Historical and Forward Trading Multiples (Based on 30 Day Average Price)
- --------------------------------------------------------------------------------------------------
($ in millions except per share amounts)
Market Price
Total Enterprise Value as a Multiple of: as a Multiple of:
---------------------------------------- ---------------------------------
Revenues EBITDA EBIT Diluted EPS Book Value (d)
-------- -------- ------- ----------- --------------
<S> <C> <C> <C> <C> <C>
LTM (b) 0.49x 6.4x 9.9x 14.7x 0.45x
1999E (c) 0.51x 7.8x 14.0x NM 0.46x
2000P (c) 0.46x 5.5x 8.1x 35.3x --
- --------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Company statistics exclude all non-recurring items.
(a) 30 day trading average for period ending January 21, 2000 (the last
trading day prior to public announcement of $3.80 offer price). ASIGF did
not trade on January 21, 2000.
(b) LTM data as of September 30, 1999 as per press release dated December 14,
1999. Adjusted for non-recurring items.
(c) FY99 - FY00 estimates per Ansaldo Signal N.V. management as of February
11, 2000 and are adjusted for non-recurring items as shown on pages 14 and
15 of this presentation.
(d) September 30, 1999 book value of $5.15 per share per press release dated
December 14, 1999 and December 31, 1999 estimated book value of $5.12 per
share per Ansaldo Signal N.V. management as of February 11, 2000. Please
see Appendix 4.
- --------------------------------------------------------------------------------
ING [LOGO] BARINGS
Page 19
<PAGE>
Security Price History
ANSALDO SIGNAL NV ORD
ASIGF
[LINE GRAPH]
U.S. Dollar
<TABLE>
<CAPTION>
Date Close VOL
<S> <C> <C> <C>
11-Feb-1999 3.2500 0.1000
12-Feb-1999 3.1250 #N/A
16-Feb-1999 3.2500 2.8000
17-Feb-1999 3.2500 #N/A
18-Feb-1999 3.2500 5.0000
19-Feb-1999 3.3750 5.0000
22-Feb-1999 3.7500 15.9000
23-Feb-1999 3.8750 2.1000
24-Feb-1999 3.6250 2.0000
25-Feb-1999 3.6250 10.9000
26-Feb-1999 3.6250 0.2000
01-Mar-1999 3.5000 11.7000
02-Mar-1999 3.6250 1.8000
03-Mar-1999 3.5000 3.8000
04-Mar-1999 3.7188 #N/A
05-Mar-1999 3.5000 8.2000
08-Mar-1999 3.6250 0.5000
09-Mar-1999 3.6250 0.1000
10-Mar-1999 3.5625 #N/A
11-Mar-1999 3.7500 150.0000
12-Mar-1999 3.8750 75.1000
15-Mar-1999 4.2500 7.1000
16-Mar-1999 4.0000 2.0000
17-Mar-1999 3.5000 0.5000
18-Mar-1999 4.0000 1.3000
19-Mar-1999 3.8750 #N/A
22-Mar-1999 4.0625 #N/A
23-Mar-1999 3.7500 0.3000
24-Mar-1999 4.1250 #N/A
25-Mar-1999 4.1250 #N/A
26-Mar-1999 4.5000 2.6000
29-Mar-1999 3.7500 0.7000
30-Mar-1999 3.7500 0.6000
31-Mar-1999 4.1250 #N/A
01-Apr-1999 4.1250 #N/A
05-Apr-1999 3.7500 3.0000
06-Apr-1999 3.8750 #N/A
07-Apr-1999 3.9063 #N/A
08-Apr-1999 3.8438 7.7000
09-Apr-1999 3.8438 7.0000
12-Apr-1999 3.7500 1.1000
13-Apr-1999 3.8750 #N/A
14-Apr-1999 3.8750 #N/A
15-Apr-1999 3.7500 0.2000
16-Apr-1999 3.8750 #N/A
19-Apr-1999 4.0000 2.7000
20-Apr-1999 3.6250 0.6000
21-Apr-1999 3.6250 6.8000
22-Apr-1999 3.3750 #N/A
23-Apr-1999 3.1250 0.4000
26-Apr-1999 4.1250 2.2000
27-Apr-1999 4.1250 0.3000
28-Apr-1999 3.7500 0.6000
29-Apr-1999 3.5000 1.8000
30-Apr-1999 3.7500 2.0000
03-May-1999 3.8750 2.0000
04-May-1999 3.7500 1.2000
05-May-1999 3.6250 0.8000
06-May-1999 3.6250 6.7000
07-May-1999 3.7500 #N/A
10-May-1999 3.8750 0.7000
11-May-1999 3.6250 3.4000
12-May-1999 3.7500 #N/A
13-May-1999 3.6250 5.1000
14-May-1999 3.6250 7.9000
17-May-1999 3.6250 14.5000
18-May-1999 3.5625 #N/A
19-May-1999 3.6250 1.6000
20-May-1999 3.5625 #N/A
21-May-1999 3.5625 #N/A
24-May-1999 3.5625 #N/A
25-May-1999 3.6250 3.0000
26-May-1999 3.5625 #N/A
27-May-1999 3.5000 3.9000
28-May-1999 3.5625 #N/A
01-Jun-1999 3.5000 1.1000
02-Jun-1999 3.4375 #N/A
03-Jun-1999 3.4375 #N/A
04-Jun-1999 3.4375 #N/A
07-Jun-1999 3.6250 13.0000
08-Jun-1999 3.2500 0.1000
09-Jun-1999 3.5000 2.0000
10-Jun-1999 3.2500 1.0000
11-Jun-1999 3.6250 0.4000
14-Jun-1999 3.4375 #N/A
15-Jun-1999 3.6250 0.4000
16-Jun-1999 3.3750 2.0000
17-Jun-1999 3.3750 #N/A
18-Jun-1999 3.3750 #N/A
21-Jun-1999 3.1250 10.5000
22-Jun-1999 3.1250 8.9000
23-Jun-1999 3.2813 #N/A
24-Jun-1999 3.2813 #N/A
25-Jun-1999 3.2813 #N/A
28-Jun-1999 3.2813 #N/A
29-Jun-1999 3.2813 #N/A
30-Jun-1999 3.2500 #N/A
01-Jul-1999 3.2813 #N/A
02-Jul-1999 3.1250 0.1000
06-Jul-1999 3.1250 0.8000
07-Jul-1999 3.2188 #N/A
08-Jul-1999 3.2813 #N/A
09-Jul-1999 3.0625 1.4000
12-Jul-1999 3.0625 1.3000
13-Jul-1999 3.1250 1.0000
14-Jul-1999 3.0000 3.0000
15-Jul-1999 3.0000 3.0000
16-Jul-1999 3.0000 1.5000
19-Jul-1999 3.1250 #N/A
20-Jul-1999 3.1250 #N/A
21-Jul-1999 3.0000 0.6000
22-Jul-1999 3.1250 #N/A
23-Jul-1999 3.1250 #N/A
26-Jul-1999 3.0625 #N/A
27-Jul-1999 3.0625 #N/A
28-Jul-1999 3.0625 #N/A
29-Jul-1999 3.0625 #N/A
30-Jul-1999 3.0625 #N/A
02-Aug-1999 3.0000 0.4000
03-Aug-1999 3.0625 #N/A
04-Aug-1999 3.0000 0.6000
05-Aug-1999 3.0625 #N/A
06-Aug-1999 3.0625 #N/A
09-Aug-1999 3.0625 #N/A
10-Aug-1999 3.0625 #N/A
11-Aug-1999 3.0000 2.6000
12-Aug-1999 2.9375 #N/A
13-Aug-1999 2.7500 0.9000
16-Aug-1999 2.9688 #N/A
17-Aug-1999 2.9688 #N/A
18-Aug-1999 2.9688 #N/A
19-Aug-1999 2.9688 #N/A
20-Aug-1999 3.0000 0.5000
23-Aug-1999 3.0000 #N/A
24-Aug-1999 2.8125 0.8000
25-Aug-1999 2.9063 #N/A
26-Aug-1999 2.8125 3.0000
27-Aug-1999 2.8750 #N/A
30-Aug-1999 2.9375 3.5000
31-Aug-1999 2.8125 0.5000
01-Sep-1999 2.8125 1.0000
02-Sep-1999 2.8750 2.0000
03-Sep-1999 2.8750 3.9000
07-Sep-1999 2.5000 0.1000
08-Sep-1999 2.8125 #N/A
09-Sep-1999 2.8125 #N/A
10-Sep-1999 2.7500 1.2000
13-Sep-1999 2.8125 #N/A
14-Sep-1999 2.8125 #N/A
15-Sep-1999 2.7500 #N/A
16-Sep-1999 2.7500 #N/A
17-Sep-1999 2.8750 1.0000
20-Sep-1999 2.7500 1.5000
21-Sep-1999 2.8750 5.0000
22-Sep-1999 2.7813 #N/A
23-Sep-1999 2.7813 #N/A
24-Sep-1999 2.7813 #N/A
27-Sep-1999 2.6875 4.0000
28-Sep-1999 2.7500 3.0000
29-Sep-1999 2.6250 74.6000
30-Sep-1999 2.6250 286.6000
01-Oct-1999 2.6250 #N/A
04-Oct-1999 2.5625 36.5000
05-Oct-1999 2.7500 9.6000
06-Oct-1999 2.5000 7.1000
07-Oct-1999 2.5000 0.3000
08-Oct-1999 2.7500 4.0000
11-Oct-1999 2.6875 #N/A
12-Oct-1999 2.7500 12.8000
13-Oct-1999 2.6250 16.3000
14-Oct-1999 2.5625 #N/A
15-Oct-1999 2.5625 #N/A
18-Oct-1999 2.5781 #N/A
19-Oct-1999 2.4688 1.5000
20-Oct-1999 2.6563 2.3000
21-Oct-1999 2.5625 #N/A
22-Oct-1999 2.5625 #N/A
25-Oct-1999 2.6875 0.3000
26-Oct-1999 2.6250 8.2000
27-Oct-1999 2.5781 #N/A
28-Oct-1999 2.9375 2.4000
29-Oct-1999 2.5625 2.5000
01-Nov-1999 2.7188 #N/A
02-Nov-1999 2.6563 #N/A
03-Nov-1999 2.7500 6.0000
04-Nov-1999 2.7188 #N/A
05-Nov-1999 2.7188 #N/A
08-Nov-1999 2.8125 3.7000
09-Nov-1999 2.7188 #N/A
10-Nov-1999 2.7500 1.0000
11-Nov-1999 2.5625 3.9000
12-Nov-1999 2.5000 5.3000
15-Nov-1999 2.3750 0.1000
16-Nov-1999 2.2500 0.3000
17-Nov-1999 2.7500 2.7000
18-Nov-1999 2.6250 1.4000
19-Nov-1999 2.6250 8.0000
22-Nov-1999 2.6250 1.1000
23-Nov-1999 2.6875 #N/A
24-Nov-1999 2.7500 4.2000
26-Nov-1999 2.5625 #N/A
29-Nov-1999 2.5625 #N/A
30-Nov-1999 2.6875 #N/A
01-Dec-1999 2.6250 0.7000
02-Dec-1999 2.6250 0.2000
03-Dec-1999 2.3750 1.3000
06-Dec-1999 2.6875 5.0000
07-Dec-1999 2.5625 #N/A
08-Dec-1999 2.5625 #N/A
09-Dec-1999 2.3750 3.0000
10-Dec-1999 2.4375 #N/A
13-Dec-1999 2.3750 2.2000
14-Dec-1999 2.5000 4.0000
15-Dec-1999 2.2500 14.3000
16-Dec-1999 2.2500 1.1000
17-Dec-1999 2.1250 4.7000
20-Dec-1999 2.1875 14.0000
21-Dec-1999 2.1875 1.7000
22-Dec-1999 2.1250 13.7000
23-Dec-1999 2.0625 7.9000
27-Dec-1999 2.0000 14.9000
28-Dec-1999 2.0000 38.8000
29-Dec-1999 1.9375 9.3000
30-Dec-1999 1.6875 27.6000
31-Dec-1999 2.0000 21.4000
03-Jan-2000 2.0000 #N/A
04-Jan-2000 2.0625 #N/A
05-Jan-2000 2.0625 #N/A
06-Jan-2000 2.2500 41.3000
07-Jan-2000 2.2188 0.3000
10-Jan-2000 2.2500 1.0000
11-Jan-2000 2.2500 5.2000
12-Jan-2000 2.2500 1.0000
13-Jan-2000 2.3125 5.3000
14-Jan-2000 2.2188 7.2000
18-Jan-2000 2.3750 8.7000
19-Jan-2000 2.5000 12.0000
20-Jan-2000 3.7500 177.2000
21-Jan-2000 3.6875 #N/A
24-Jan-2000 3.5000 83.7000
25-Jan-2000 3.5313 12.4000
26-Jan-2000 3.5000 7.3000
27-Jan-2000 3.5625 9.6000
28-Jan-2000 3.6250 1.6000
31-Jan-2000 3.5000 14.3000
01-Feb-2000 3.6250 73.2000
02-Feb-2000 3.5938 #N/A
03-Feb-2000 3.6250 16.7000
04-Feb-2000 3.6875 13.6000
07-Feb-2000 3.6875 #N/A
08-Feb-2000 3.8125 5.5000
09-Feb-2000 3.7500 9.0000
10-Feb-2000 3.7813 #N/A
11-Feb-2000 3.6875 11.5000
</TABLE>
<PAGE>
Security Price History
ANSALDO SIGNAL NV ORD
ASIGF
<TABLE>
<CAPTION>
U.S. Dollar
Date Close VOL
<S> <C> <C> <C>
11-Feb-1997 6.7500 10.3000
12-Feb-1997 7.0000 0.5000
13-Feb-1997 6.7500 0.5000
14-Feb-1997 7.0000 1.4000
18-Feb-1997 6.8750 4.6000
19-Feb-1997 6.8750 6.7000
20-Feb-1997 7.0000 1.0000
21-Feb-1997 7.0000 4.3000
24-Feb-1997 6.7500 11.7000
25-Feb-1997 6.7500 2.4000
26-Feb-1997 6.7500 1.4000
27-Feb-1997 6.7500 0.3000
28-Feb-1997 6.7500 1.9000
03-Mar-1997 6.7500 2.4000
04-Mar-1997 6.7500 1.3000
05-Mar-1997 6.2500 2.2000
06-Mar-1997 6.7500 2.3000
07-Mar-1997 6.6250 3.4000
10-Mar-1997 6.7500 1.0000
11-Mar-1997 6.7500 0.5000
12-Mar-1997 6.3750 2.0000
13-Mar-1997 6.2500 2.0000
14-Mar-1997 6.7500 0.9000
17-Mar-1997 6.2500 2.1000
18-Mar-1997 6.3750 9.6000
19-Mar-1997 6.6250 15.1000
20-Mar-1997 6.7500 0.8000
21-Mar-1997 6.5000 2.8000
24-Mar-1997 6.3750 5.0000
25-Mar-1997 6.3750 0.4000
26-Mar-1997 6.6250 1.2000
27-Mar-1997 6.3750 4.9000
31-Mar-1997 6.7500 0.9000
01-Apr-1997 6.3750 0.4000
02-Apr-1997 6.5625 2.9000
03-Apr-1997 6.3750 2.2000
04-Apr-1997 6.6250 1.8000
07-Apr-1997 6.7500 1.3000
08-Apr-1997 6.7500 1.9000
09-Apr-1997 6.3750 0.4000
10-Apr-1997 6.3750 4.7000
11-Apr-1997 6.5000 6.4000
14-Apr-1997 6.3750 1.5000
15-Apr-1997 6.5000 22.3000
16-Apr-1997 6.3750 0.6000
17-Apr-1997 6.1250 0.6000
18-Apr-1997 6.5000 0.6000
21-Apr-1997 6.5000 1.5000
22-Apr-1997 6.1250 1.0000
23-Apr-1997 6.0000 7.5000
24-Apr-1997 6.5000 0.4000
25-Apr-1997 6.1250 1.3000
28-Apr-1997 6.5000 0.2000
29-Apr-1997 6.1250 0.5000
30-Apr-1997 6.3750 1.5000
01-May-1997 6.1250 3.5000
02-May-1997 6.1250 9.4000
05-May-1997 6.5000 1.1000
06-May-1997 6.1250 4.5000
07-May-1997 6.1250 0.1000
08-May-1997 6.1250 6.3000
09-May-1997 6.1250 8.8000
12-May-1997 6.2500 1.3000
13-May-1997 6.2500 0.7000
14-May-1997 6.2500 0.4000
15-May-1997 5.8750 1.3000
16-May-1997 5.8750 0.6000
19-May-1997 5.8750 0.4000
20-May-1997 5.8750 0.5000
21-May-1997 5.8750 1.1000
22-May-1997 5.8750 0.8000
23-May-1997 5.8750 1.0000
27-May-1997 6.2500 4.5000
28-May-1997 5.7500 7.6000
29-May-1997 5.8750 0.8000
30-May-1997 5.8750 0.7000
02-Jun-1997 5.6250 0.3000
03-Jun-1997 5.7500 3.7000
04-Jun-1997 5.3750 14.5000
05-Jun-1997 5.3750 7.6000
06-Jun-1997 5.3750 8.2000
09-Jun-1997 5.3750 3.1000
10-Jun-1997 5.1250 0.7000
11-Jun-1997 5.5000 0.6000
12-Jun-1997 5.3750 4.8000
13-Jun-1997 5.5000 2.2000
16-Jun-1997 5.3125 #N/A
17-Jun-1997 5.1250 7.5000
18-Jun-1997 5.2500 4.5000
19-Jun-1997 5.1250 0.4000
20-Jun-1997 4.8750 7.5000
23-Jun-1997 4.8750 1.7000
24-Jun-1997 4.8750 4.2000
25-Jun-1997 4.6250 4.9000
26-Jun-1997 4.6250 2.5000
27-Jun-1997 4.6250 2.1000
30-Jun-1997 4.3750 5.2000
01-Jul-1997 4.3750 2.4000
02-Jul-1997 4.5000 17.2000
03-Jul-1997 4.5000 0.7000
07-Jul-1997 4.5000 0.5000
08-Jul-1997 4.5000 0.7000
09-Jul-1997 4.2500 3.2000
10-Jul-1997 4.2500 3.5000
11-Jul-1997 4.0000 22.1000
14-Jul-1997 4.0000 3.0000
15-Jul-1997 3.8750 3.8000
16-Jul-1997 4.0000 6.9000
17-Jul-1997 4.0000 1.6000
18-Jul-1997 4.0000 3.1000
21-Jul-1997 4.0000 2.3000
22-Jul-1997 4.0000 5.8000
23-Jul-1997 4.0000 1.6000
24-Jul-1997 3.8750 0.9000
25-Jul-1997 3.8750 0.3000
28-Jul-1997 3.8750 19.1000
29-Jul-1997 4.1250 3.2000
30-Jul-1997 4.0000 0.4000
31-Jul-1997 4.0000 29.3000
01-Aug-1997 3.7500 0.8000
04-Aug-1997 4.0000 5.5000
05-Aug-1997 4.0000 3.4000
06-Aug-1997 4.0000 5.9000
07-Aug-1997 4.0000 0.4000
08-Aug-1997 4.0000 13.6000
11-Aug-1997 4.0625 71.2000
12-Aug-1997 4.3750 20.0000
13-Aug-1997 4.2500 11.1000
14-Aug-1997 4.6250 24.9000
15-Aug-1997 4.6250 5.8000
18-Aug-1997 4.4375 12.3000
19-Aug-1997 4.6250 4.6000
20-Aug-1997 4.6250 24.5000
21-Aug-1997 4.8750 73.4000
22-Aug-1997 4.8750 28.0000
25-Aug-1997 5.2500 11.1000
26-Aug-1997 5.5000 17.7000
27-Aug-1997 5.5000 44.0000
28-Aug-1997 5.2500 149.2000
29-Aug-1997 5.2500 12.5000
02-Sep-1997 5.1250 4.2000
03-Sep-1997 5.1250 15.8000
04-Sep-1997 5.1250 5.6000
05-Sep-1997 5.1250 2.2000
08-Sep-1997 5.1875 2.9000
09-Sep-1997 5.5000 4.1000
10-Sep-1997 5.1875 1.3000
11-Sep-1997 5.3125 14.6000
12-Sep-1997 5.3125 0.4000
15-Sep-1997 5.1250 1.0000
16-Sep-1997 5.1250 0.5000
17-Sep-1997 5.1250 0.1000
18-Sep-1997 5.5000 0.4000
19-Sep-1997 5.2500 16.8000
22-Sep-1997 5.5000 0.2000
23-Sep-1997 5.3750 166.4000
24-Sep-1997 5.3750 #N/A
25-Sep-1997 5.2500 1.0000
26-Sep-1997 5.3750 6.2000
29-Sep-1997 5.3750 30.0000
30-Sep-1997 5.2500 0.4000
01-Oct-1997 5.2500 0.4000
02-Oct-1997 5.3750 10.3000
03-Oct-1997 5.5000 66.5000
06-Oct-1997 5.5000 118.4000
07-Oct-1997 5.5000 9.9000
08-Oct-1997 5.3750 3.3000
09-Oct-1997 5.2500 4.3000
10-Oct-1997 5.3750 3.6000
13-Oct-1997 5.2500 5.0000
14-Oct-1997 5.2500 10.0000
15-Oct-1997 5.3125 45.6000
16-Oct-1997 5.2500 11.2000
17-Oct-1997 5.1250 46.0000
20-Oct-1997 5.1250 0.1000
21-Oct-1997 5.2500 0.8000
22-Oct-1997 5.1250 32.6000
23-Oct-1997 5.2500 0.3000
24-Oct-1997 5.1250 2.0000
27-Oct-1997 5.1250 2.0000
28-Oct-1997 5.2500 11.3000
29-Oct-1997 5.1875 13.7000
30-Oct-1997 5.1250 6.0000
31-Oct-1997 5.0000 0.3000
03-Nov-1997 5.0625 #N/A
04-Nov-1997 5.0625 #N/A
05-Nov-1997 5.0000 0.1000
06-Nov-1997 5.1250 1.4000
07-Nov-1997 5.0000 0.6000
10-Nov-1997 5.1250 0.4000
11-Nov-1997 5.0625 45.9000
12-Nov-1997 5.0625 9.9000
13-Nov-1997 4.8750 17.9000
14-Nov-1997 4.6250 4.6000
17-Nov-1997 4.7500 4.8000
18-Nov-1997 4.5000 13.1000
19-Nov-1997 4.5000 2.5000
20-Nov-1997 4.5000 3.6000
21-Nov-1997 4.5000 3.0000
24-Nov-1997 4.5000 30.4000
25-Nov-1997 4.5000 2.0000
26-Nov-1997 4.5625 1.5000
28-Nov-1997 4.5313 #N/A
01-Dec-1997 4.5000 5.3000
02-Dec-1997 4.5000 1.1000
03-Dec-1997 4.5000 10.0000
04-Dec-1997 4.4375 3.4000
05-Dec-1997 4.4375 6.0000
08-Dec-1997 4.3750 4.2000
09-Dec-1997 4.3750 2.5000
10-Dec-1997 4.4375 16.5000
11-Dec-1997 4.5000 10.6000
12-Dec-1997 4.3750 6.0000
15-Dec-1997 4.5000 40.0000
16-Dec-1997 4.1250 31.2000
17-Dec-1997 4.1250 0.9000
18-Dec-1997 4.2500 7.2000
19-Dec-1997 4.1250 2.7000
22-Dec-1997 4.1250 16.2000
23-Dec-1997 3.5000 16.5000
24-Dec-1997 3.2500 40.6000
26-Dec-1997 3.2500 16.5000
29-Dec-1997 3.5000 66.7000
30-Dec-1997 3.2500 38.8000
31-Dec-1997 3.1250 76.4000
02-Jan-1998 3.2500 32.1000
05-Jan-1998 3.1250 2.4000
06-Jan-1998 3.1875 4.0000
07-Jan-1998 3.1250 2.7000
08-Jan-1998 3.5625 62.0000
09-Jan-1998 3.6250 25.9000
12-Jan-1998 3.5000 5.9000
13-Jan-1998 3.3750 3.6000
14-Jan-1998 3.3750 0.7000
15-Jan-1998 3.6250 2.4000
16-Jan-1998 4.1250 1.6000
20-Jan-1998 3.8750 1.5000
21-Jan-1998 3.8750 6.3000
22-Jan-1998 3.8750 15.9000
23-Jan-1998 3.8750 4.2000
26-Jan-1998 3.8750 2.2000
27-Jan-1998 3.8750 1.2000
28-Jan-1998 3.8750 2.6000
29-Jan-1998 4.0625 19.1000
30-Jan-1998 4.1875 2.1000
02-Feb-1998 4.2500 3.7000
03-Feb-1998 4.0000 1.3000
04-Feb-1998 4.2500 22.2000
05-Feb-1998 4.2500 2.2000
06-Feb-1998 4.2500 12.8000
09-Feb-1998 4.2500 2.3000
10-Feb-1998 4.3750 15.1000
11-Feb-1998 4.9375 81.9000
12-Feb-1998 5.3125 14.8000
13-Feb-1998 5.0000 3.5000
17-Feb-1998 4.8750 4.7000
18-Feb-1998 5.0000 7.5000
19-Feb-1998 5.1250 3.6000
20-Feb-1998 5.5000 3.0000
23-Feb-1998 5.1250 2.8000
24-Feb-1998 5.1250 1.6000
25-Feb-1998 5.1250 1.4000
26-Feb-1998 5.1250 2.3000
27-Feb-1998 5.1250 2.2000
02-Mar-1998 5.2500 0.6000
03-Mar-1998 5.0000 19.9000
04-Mar-1998 5.0000 0.6000
05-Mar-1998 4.8750 1.7000
06-Mar-1998 5.0000 0.6000
09-Mar-1998 4.8750 2.3000
10-Mar-1998 5.3125 #N/A
11-Mar-1998 5.0000 0.7000
12-Mar-1998 5.0000 0.5000
13-Mar-1998 5.0000 2.0000
16-Mar-1998 5.3125 #N/A
17-Mar-1998 5.0000 6.5000
18-Mar-1998 5.0000 67.8000
19-Mar-1998 5.0000 0.7000
20-Mar-1998 4.8750 4.7000
23-Mar-1998 4.8750 1.8000
24-Mar-1998 4.8750 0.7000
25-Mar-1998 4.8750 1.6000
26-Mar-1998 4.5000 2.7000
27-Mar-1998 4.5000 0.2000
30-Mar-1998 4.6250 8.6000
31-Mar-1998 4.5000 1.2000
01-Apr-1998 4.4375 15.5000
02-Apr-1998 4.2500 2.1000
03-Apr-1998 4.2500 2.7000
06-Apr-1998 4.1250 7.8000
07-Apr-1998 4.1250 2.7000
08-Apr-1998 4.1250 8.9000
09-Apr-1998 4.1250 1.8000
13-Apr-1998 4.1250 5.8000
14-Apr-1998 4.1250 10.5000
15-Apr-1998 4.1250 7.0000
16-Apr-1998 4.1875 25.6000
17-Apr-1998 3.9375 2.8000
20-Apr-1998 4.0000 5.4000
21-Apr-1998 4.1250 3.9000
22-Apr-1998 4.0625 5.9000
23-Apr-1998 4.8750 11.1000
24-Apr-1998 4.1250 3.4000
27-Apr-1998 4.2500 1.4000
28-Apr-1998 4.2500 2.3000
29-Apr-1998 4.3750 3.2000
30-Apr-1998 4.0000 9.1000
01-May-1998 4.0000 4.9000
04-May-1998 4.1250 3.6000
05-May-1998 4.0000 6.9000
06-May-1998 4.0000 12.1000
07-May-1998 4.0625 4.7000
08-May-1998 4.0000 7.0000
11-May-1998 3.7500 3.0000
12-May-1998 3.8750 9.3000
13-May-1998 3.6250 5.3000
14-May-1998 3.6875 26.9000
15-May-1998 3.6875 2.6000
18-May-1998 3.6875 9.5000
19-May-1998 3.6875 5.4000
20-May-1998 3.6875 5.9000
21-May-1998 4.1250 1173.4000
22-May-1998 4.4375 1.8000
26-May-1998 4.2188 #N/A
27-May-1998 3.8750 3.5000
28-May-1998 3.8750 0.4000
29-May-1998 4.1250 3.1000
01-Jun-1998 4.0000 29.2000
02-Jun-1998 3.8750 17.6000
03-Jun-1998 4.1250 250.5000
04-Jun-1998 4.0000 12.0000
05-Jun-1998 4.0000 13.2000
08-Jun-1998 4.0000 5.0000
09-Jun-1998 4.0000 1.2000
10-Jun-1998 3.8750 8.1000
11-Jun-1998 3.8750 2.0000
12-Jun-1998 4.0000 20.0000
15-Jun-1998 3.8750 10.1000
16-Jun-1998 3.8750 12.7000
17-Jun-1998 4.0000 #N/A
18-Jun-1998 4.0000 1.2000
19-Jun-1998 4.0000 1.2000
22-Jun-1998 4.3750 0.5000
23-Jun-1998 4.0000 5.7000
24-Jun-1998 4.0000 1.0000
25-Jun-1998 4.0000 1.6000
26-Jun-1998 4.2500 #N/A
29-Jun-1998 4.5000 2.4000
30-Jun-1998 4.3438 #N/A
01-Jul-1998 4.3438 #N/A
02-Jul-1998 4.2500 1.7000
06-Jul-1998 4.2500 0.6000
07-Jul-1998 4.2500 0.5000
08-Jul-1998 4.2500 0.6000
09-Jul-1998 4.2500 26.7000
10-Jul-1998 4.1250 5.2000
13-Jul-1998 4.1875 0.6000
14-Jul-1998 4.3125 5.4000
15-Jul-1998 4.2188 #N/A
16-Jul-1998 4.2500 #N/A
17-Jul-1998 4.2500 8.0000
20-Jul-1998 4.5000 5.9000
21-Jul-1998 4.2500 1.0000
22-Jul-1998 4.5000 232.1000
23-Jul-1998 4.3750 3.5000
24-Jul-1998 4.3750 34.0000
27-Jul-1998 4.4375 13.5000
28-Jul-1998 4.4375 5.5000
29-Jul-1998 4.0625 6.0000
30-Jul-1998 3.8750 17.7000
31-Jul-1998 4.0625 #N/A
03-Aug-1998 4.2500 0.5000
04-Aug-1998 4.0625 #N/A
05-Aug-1998 4.0000 2.1000
06-Aug-1998 3.8125 15.0000
07-Aug-1998 3.7500 2.0000
10-Aug-1998 4.0000 #N/A
11-Aug-1998 3.7500 10.0000
12-Aug-1998 3.6250 1.6000
13-Aug-1998 3.6875 #N/A
14-Aug-1998 3.6250 0.7000
17-Aug-1998 3.3750 10.7000
18-Aug-1998 3.3750 2.6000
19-Aug-1998 3.2500 #N/A
20-Aug-1998 3.1250 74.0000
21-Aug-1998 2.8750 7.6000
24-Aug-1998 2.8125 17.3000
25-Aug-1998 2.7500 2.2000
26-Aug-1998 2.8750 0.5000
27-Aug-1998 2.6875 0.2000
28-Aug-1998 2.5625 9.1000
31-Aug-1998 2.8125 1.2000
01-Sep-1998 2.7500 2.0000
02-Sep-1998 2.7500 2.2000
03-Sep-1998 3.0000 2.8000
04-Sep-1998 2.7500 1.0000
08-Sep-1998 3.0000 1.0000
09-Sep-1998 2.9063 #N/A
10-Sep-1998 2.9063 #N/A
11-Sep-1998 3.0625 2.0000
14-Sep-1998 2.8125 2.2000
15-Sep-1998 3.0000 3.2000
16-Sep-1998 3.1250 #N/A
17-Sep-1998 3.1250 #N/A
18-Sep-1998 3.1250 #N/A
21-Sep-1998 3.3125 #N/A
22-Sep-1998 3.1250 10.2000
23-Sep-1998 3.3750 #N/A
24-Sep-1998 3.6250 1.9000
25-Sep-1998 3.5000 #N/A
28-Sep-1998 3.7500 1.8000
29-Sep-1998 3.5000 #N/A
30-Sep-1998 3.5000 #N/A
01-Oct-1998 3.5000 #N/A
02-Oct-1998 3.2500 0.6000
05-Oct-1998 3.2500 3.1000
06-Oct-1998 3.1250 5.3000
07-Oct-1998 3.1250 0.9000
08-Oct-1998 2.5000 28.1000
09-Oct-1998 2.6250 10.1000
12-Oct-1998 2.7500 7.9000
13-Oct-1998 2.5000 5.8000
14-Oct-1998 2.3125 60.0000
15-Oct-1998 2.7500 19.0000
16-Oct-1998 2.8750 2.7000
19-Oct-1998 4.0000 121.4000
20-Oct-1998 4.0000 158.1000
21-Oct-1998 4.2500 1.4000
22-Oct-1998 3.7500 0.4000
23-Oct-1998 4.2500 6.4000
26-Oct-1998 4.2500 3.4000
27-Oct-1998 3.9375 #N/A
28-Oct-1998 3.7500 3.3000
29-Oct-1998 3.8750 #N/A
30-Oct-1998 3.7500 0.4000
02-Nov-1998 3.8750 #N/A
03-Nov-1998 3.7500 0.2000
04-Nov-1998 3.7500 2.0000
05-Nov-1998 3.8750 #N/A
06-Nov-1998 3.8750 #N/A
09-Nov-1998 4.2500 1.5000
10-Nov-1998 3.8750 #N/A
11-Nov-1998 3.7500 0.7000
12-Nov-1998 4.0000 9.2000
13-Nov-1998 4.1250 #N/A
16-Nov-1998 4.1250 #N/A
17-Nov-1998 4.0625 2.4000
18-Nov-1998 4.0000 3.5000
19-Nov-1998 4.2500 #N/A
20-Nov-1998 4.0000 1.2000
23-Nov-1998 4.1875 0.5000
24-Nov-1998 4.1250 #N/A
25-Nov-1998 4.2500 0.6000
27-Nov-1998 4.0000 1.6000
30-Nov-1998 4.0000 9.5000
01-Dec-1998 4.4375 17.1000
02-Dec-1998 4.5000 26.8000
03-Dec-1998 4.3750 1.3000
04-Dec-1998 4.3750 0.1000
07-Dec-1998 4.5000 0.8000
08-Dec-1998 4.5000 1.5000
09-Dec-1998 4.2500 1.1000
10-Dec-1998 4.2500 0.5000
11-Dec-1998 4.3125 #N/A
14-Dec-1998 4.2500 5.1000
15-Dec-1998 4.3125 #N/A
16-Dec-1998 4.1875 #N/A
17-Dec-1998 4.1250 2.0000
18-Dec-1998 3.8750 8.8000
21-Dec-1998 4.0000 5.3000
22-Dec-1998 3.7500 1.0000
23-Dec-1998 3.5000 6.4000
24-Dec-1998 3.7500 2.0000
28-Dec-1998 3.1875 6.0000
29-Dec-1998 3.1250 8.5000
30-Dec-1998 2.8750 4.8000
31-Dec-1998 3.1250 11.6000
04-Jan-1999 3.0313 #N/A
05-Jan-1999 3.0313 #N/A
06-Jan-1999 3.4375 4.8000
07-Jan-1999 3.2188 #N/A
08-Jan-1999 3.1250 11.2000
11-Jan-1999 3.5000 5.6000
12-Jan-1999 3.2500 #N/A
13-Jan-1999 3.1250 #N/A
14-Jan-1999 3.1250 0.9000
15-Jan-1999 3.1250 0.2000
19-Jan-1999 3.3750 17.0000
20-Jan-1999 3.2500 #N/A
21-Jan-1999 3.1250 #N/A
22-Jan-1999 3.1250 0.3000
25-Jan-1999 3.0000 8.9000
26-Jan-1999 3.0000 13.0000
27-Jan-1999 3.0000 6.1000
28-Jan-1999 3.2500 3.0000
29-Jan-1999 3.1250 #N/A
01-Feb-1999 3.2500 5.8000
02-Feb-1999 3.1250 #N/A
03-Feb-1999 3.1250 #N/A
04-Feb-1999 3.1250 #N/A
05-Feb-1999 3.1250 #N/A
08-Feb-1999 3.2500 0.1000
09-Feb-1999 3.1250 #N/A
10-Feb-1999 3.1250 #N/A
11-Feb-1999 3.2500 0.1000
12-Feb-1999 3.1250 #N/A
16-Feb-1999 3.2500 2.8000
17-Feb-1999 3.2500 #N/A
18-Feb-1999 3.2500 5.0000
19-Feb-1999 3.3750 5.0000
22-Feb-1999 3.7500 15.9000
23-Feb-1999 3.8750 2.1000
24-Feb-1999 3.6250 2.0000
25-Feb-1999 3.6250 10.9000
26-Feb-1999 3.6250 0.2000
01-Mar-1999 3.5000 11.7000
02-Mar-1999 3.6250 1.8000
03-Mar-1999 3.5000 3.8000
04-Mar-1999 3.7188 #N/A
05-Mar-1999 3.5000 8.2000
08-Mar-1999 3.6250 0.5000
09-Mar-1999 3.6250 0.1000
10-Mar-1999 3.5625 #N/A
11-Mar-1999 3.7500 150.0000
12-Mar-1999 3.8750 75.1000
15-Mar-1999 4.2500 7.1000
16-Mar-1999 4.0000 2.0000
17-Mar-1999 3.5000 0.5000
18-Mar-1999 4.0000 1.3000
19-Mar-1999 3.8750 #N/A
22-Mar-1999 4.0625 #N/A
23-Mar-1999 3.7500 0.3000
24-Mar-1999 4.1250 #N/A
25-Mar-1999 4.1250 #N/A
26-Mar-1999 4.5000 2.6000
29-Mar-1999 3.7500 0.7000
30-Mar-1999 3.7500 0.6000
31-Mar-1999 4.1250 #N/A
01-Apr-1999 4.1250 #N/A
05-Apr-1999 3.7500 3.0000
06-Apr-1999 3.8750 #N/A
07-Apr-1999 3.9063 #N/A
08-Apr-1999 3.8438 7.7000
09-Apr-1999 3.8438 7.0000
12-Apr-1999 3.7500 1.1000
13-Apr-1999 3.8750 #N/A
14-Apr-1999 3.8750 #N/A
15-Apr-1999 3.7500 0.2000
16-Apr-1999 3.8750 #N/A
19-Apr-1999 4.0000 2.7000
20-Apr-1999 3.6250 0.6000
21-Apr-1999 3.6250 6.8000
22-Apr-1999 3.3750 #N/A
23-Apr-1999 3.1250 0.4000
26-Apr-1999 4.1250 2.2000
27-Apr-1999 4.1250 0.3000
28-Apr-1999 3.7500 0.6000
29-Apr-1999 3.5000 1.8000
30-Apr-1999 3.7500 2.0000
03-May-1999 3.8750 2.0000
04-May-1999 3.7500 1.2000
05-May-1999 3.6250 0.8000
06-May-1999 3.6250 6.7000
07-May-1999 3.7500 #N/A
10-May-1999 3.8750 0.7000
11-May-1999 3.6250 3.4000
12-May-1999 3.7500 #N/A
13-May-1999 3.6250 5.1000
14-May-1999 3.6250 7.9000
17-May-1999 3.6250 14.5000
18-May-1999 3.5625 #N/A
19-May-1999 3.6250 1.6000
20-May-1999 3.5625 #N/A
21-May-1999 3.5625 #N/A
24-May-1999 3.5625 #N/A
25-May-1999 3.6250 3.0000
26-May-1999 3.5625 #N/A
27-May-1999 3.5000 3.9000
28-May-1999 3.5625 #N/A
01-Jun-1999 3.5000 1.1000
02-Jun-1999 3.4375 #N/A
03-Jun-1999 3.4375 #N/A
04-Jun-1999 3.4375 #N/A
07-Jun-1999 3.6250 13.0000
08-Jun-1999 3.2500 0.1000
09-Jun-1999 3.5000 2.0000
10-Jun-1999 3.2500 1.0000
11-Jun-1999 3.6250 0.4000
14-Jun-1999 3.4375 #N/A
15-Jun-1999 3.6250 0.4000
16-Jun-1999 3.3750 2.0000
17-Jun-1999 3.3750 #N/A
18-Jun-1999 3.3750 #N/A
21-Jun-1999 3.1250 10.5000
22-Jun-1999 3.1250 8.9000
23-Jun-1999 3.2813 #N/A
24-Jun-1999 3.2813 #N/A
25-Jun-1999 3.2813 #N/A
28-Jun-1999 3.2813 #N/A
29-Jun-1999 3.2813 #N/A
30-Jun-1999 3.2500 #N/A
01-Jul-1999 3.2813 #N/A
02-Jul-1999 3.1250 0.1000
06-Jul-1999 3.1250 0.8000
07-Jul-1999 3.2188 #N/A
08-Jul-1999 3.2813 #N/A
09-Jul-1999 3.0625 1.4000
12-Jul-1999 3.0625 1.3000
13-Jul-1999 3.1250 1.0000
14-Jul-1999 3.0000 3.0000
15-Jul-1999 3.0000 3.0000
16-Jul-1999 3.0000 1.5000
19-Jul-1999 3.1250 #N/A
20-Jul-1999 3.1250 #N/A
21-Jul-1999 3.0000 0.6000
22-Jul-1999 3.1250 #N/A
23-Jul-1999 3.1250 #N/A
26-Jul-1999 3.0625 #N/A
27-Jul-1999 3.0625 #N/A
28-Jul-1999 3.0625 #N/A
29-Jul-1999 3.0625 #N/A
30-Jul-1999 3.0625 #N/A
02-Aug-1999 3.0000 0.4000
03-Aug-1999 3.0625 #N/A
04-Aug-1999 3.0000 0.6000
05-Aug-1999 3.0625 #N/A
06-Aug-1999 3.0625 #N/A
09-Aug-1999 3.0625 #N/A
10-Aug-1999 3.0625 #N/A
11-Aug-1999 3.0000 2.6000
12-Aug-1999 2.9375 #N/A
13-Aug-1999 2.7500 0.9000
16-Aug-1999 2.9688 #N/A
17-Aug-1999 2.9688 #N/A
18-Aug-1999 2.9688 #N/A
19-Aug-1999 2.9688 #N/A
20-Aug-1999 3.0000 0.5000
23-Aug-1999 3.0000 #N/A
24-Aug-1999 2.8125 0.8000
25-Aug-1999 2.9063 #N/A
26-Aug-1999 2.8125 3.0000
27-Aug-1999 2.8750 #N/A
30-Aug-1999 2.9375 3.5000
31-Aug-1999 2.8125 0.5000
01-Sep-1999 2.8125 1.0000
02-Sep-1999 2.8750 2.0000
03-Sep-1999 2.8750 3.9000
07-Sep-1999 2.5000 0.1000
08-Sep-1999 2.8125 #N/A
09-Sep-1999 2.8125 #N/A
10-Sep-1999 2.7500 1.2000
13-Sep-1999 2.8125 #N/A
14-Sep-1999 2.8125 #N/A
15-Sep-1999 2.7500 #N/A
16-Sep-1999 2.7500 #N/A
17-Sep-1999 2.8750 1.0000
20-Sep-1999 2.7500 1.5000
21-Sep-1999 2.8750 5.0000
22-Sep-1999 2.7813 #N/A
23-Sep-1999 2.7813 #N/A
24-Sep-1999 2.7813 #N/A
27-Sep-1999 2.6875 4.0000
28-Sep-1999 2.7500 3.0000
29-Sep-1999 2.6250 74.6000
30-Sep-1999 2.6250 286.6000
01-Oct-1999 2.6250 #N/A
04-Oct-1999 2.5625 36.5000
05-Oct-1999 2.7500 9.6000
06-Oct-1999 2.5000 7.1000
07-Oct-1999 2.5000 0.3000
08-Oct-1999 2.7500 4.0000
11-Oct-1999 2.6875 #N/A
12-Oct-1999 2.7500 12.8000
13-Oct-1999 2.6250 16.3000
14-Oct-1999 2.5625 #N/A
15-Oct-1999 2.5625 #N/A
18-Oct-1999 2.5781 #N/A
19-Oct-1999 2.4688 1.5000
20-Oct-1999 2.6563 2.3000
21-Oct-1999 2.5625 #N/A
22-Oct-1999 2.5625 #N/A
25-Oct-1999 2.6875 0.3000
26-Oct-1999 2.6250 8.2000
27-Oct-1999 2.5781 #N/A
28-Oct-1999 2.9375 2.4000
29-Oct-1999 2.5625 2.5000
01-Nov-1999 2.7188 #N/A
02-Nov-1999 2.6563 #N/A
03-Nov-1999 2.7500 6.0000
04-Nov-1999 2.7188 #N/A
05-Nov-1999 2.7188 #N/A
08-Nov-1999 2.8125 3.7000
09-Nov-1999 2.7188 #N/A
10-Nov-1999 2.7500 1.0000
11-Nov-1999 2.5625 3.9000
12-Nov-1999 2.5000 5.3000
15-Nov-1999 2.3750 0.1000
16-Nov-1999 2.2500 0.3000
17-Nov-1999 2.7500 2.7000
18-Nov-1999 2.6250 1.4000
19-Nov-1999 2.6250 8.0000
22-Nov-1999 2.6250 1.1000
23-Nov-1999 2.6875 #N/A
24-Nov-1999 2.7500 4.2000
26-Nov-1999 2.5625 #N/A
29-Nov-1999 2.5625 #N/A
30-Nov-1999 2.6875 #N/A
01-Dec-1999 2.6250 0.7000
02-Dec-1999 2.6250 0.2000
03-Dec-1999 2.3750 1.3000
06-Dec-1999 2.6875 5.0000
07-Dec-1999 2.5625 #N/A
08-Dec-1999 2.5625 #N/A
09-Dec-1999 2.3750 3.0000
10-Dec-1999 2.4375 #N/A
13-Dec-1999 2.3750 2.2000
14-Dec-1999 2.5000 4.0000
15-Dec-1999 2.2500 14.3000
16-Dec-1999 2.2500 1.1000
17-Dec-1999 2.1250 4.7000
20-Dec-1999 2.1875 14.0000
21-Dec-1999 2.1875 1.7000
22-Dec-1999 2.1250 13.7000
23-Dec-1999 2.0625 7.9000
27-Dec-1999 2.0000 14.9000
28-Dec-1999 2.0000 38.8000
29-Dec-1999 1.9375 9.3000
30-Dec-1999 1.6875 27.6000
31-Dec-1999 2.0000 21.4000
03-Jan-2000 2.0000 #N/A
04-Jan-2000 2.0625 #N/A
05-Jan-2000 2.0625 #N/A
06-Jan-2000 2.2500 41.3000
07-Jan-2000 2.2188 0.3000
10-Jan-2000 2.2500 1.0000
11-Jan-2000 2.2500 5.2000
12-Jan-2000 2.2500 1.0000
13-Jan-2000 2.3125 5.3000
14-Jan-2000 2.2188 7.2000
18-Jan-2000 2.3750 8.7000
19-Jan-2000 2.5000 12.0000
20-Jan-2000 3.7500 177.2000
21-Jan-2000 3.6875 #N/A
24-Jan-2000 3.5000 83.7000
25-Jan-2000 3.5313 12.4000
26-Jan-2000 3.5000 7.3000
27-Jan-2000 3.5625 9.6000
28-Jan-2000 3.6250 1.6000
31-Jan-2000 3.5000 14.3000
01-Feb-2000 3.6250 73.2000
02-Feb-2000 3.5938 #N/A
03-Feb-2000 3.6250 16.7000
04-Feb-2000 3.6875 13.6000
07-Feb-2000 3.6875 #N/A
08-Feb-2000 3.8125 5.5000
09-Feb-2000 3.7500 9.0000
10-Feb-2000 3.7813 #N/A
11-Feb-2000 3.6875 11.5000
</TABLE>
<PAGE>
[LINE GRAPH]
<TABLE>
<CAPTION>
Ansaldo Signal NV S&P 500 Rail Supply
Equipment Index
<S> <C> <C> <C> <C>
11-Feb-1999 1.000 1.00 1.00
12-Feb-1999 0.962 0.98 1.00
15-Feb-1999 0.962 0.98 1.00
16-Feb-1999 1.000 0.99 0.99
17-Feb-1999 1.000 0.98 0.97
18-Feb-1999 1.000 0.99 0.97
19-Feb-1999 1.038 0.99 0.96
22-Feb-1999 1.154 1.01 0.97
23-Feb-1999 1.192 1.01 0.98
24-Feb-1999 1.115 1.00 0.98
25-Feb-1999 1.115 0.99 0.99
26-Feb-1999 1.115 0.99 0.99
01-Mar-1999 1.077 0.99 1.00
02-Mar-1999 1.115 0.98 1.02
03-Mar-1999 1.077 0.98 1.01
04-Mar-1999 1.144 0.99 1.02
05-Mar-1999 1.077 1.02 1.02
08-Mar-1999 1.115 1.02 0.99
09-Mar-1999 1.115 1.02 0.99
10-Mar-1999 1.096 1.03 1.00
11-Mar-1999 1.154 1.03 1.00
12-Mar-1999 1.192 1.03 0.99
15-Mar-1999 1.308 1.04 1.00
16-Mar-1999 1.231 1.04 0.99
17-Mar-1999 1.077 1.03 0.99
18-Mar-1999 1.231 1.05 0.98
19-Mar-1999 1.192 1.04 0.97
22-Mar-1999 1.250 1.03 0.95
23-Mar-1999 1.154 1.01 0.94
24-Mar-1999 1.269 1.01 0.94
25-Mar-1999 1.269 1.03 0.94
26-Mar-1999 1.385 1.02 0.95
29-Mar-1999 1.154 1.04 0.97
30-Mar-1999 1.154 1.04 0.94
31-Mar-1999 1.269 1.03 0.95
01-Apr-1999 1.269 1.03 0.95
02-Apr-1999 1.269 1.03 0.95
05-Apr-1999 1.154 1.05 0.94
06-Apr-1999 1.192 1.05 0.93
07-Apr-1999 1.202 1.06 0.95
08-Apr-1999 1.183 1.07 0.95
09-Apr-1999 1.183 1.08 0.96
12-Apr-1999 1.154 1.08 0.98
13-Apr-1999 1.192 1.08 0.97
14-Apr-1999 1.192 1.06 0.98
15-Apr-1999 1.154 1.05 1.03
16-Apr-1999 1.192 1.05 1.04
19-Apr-1999 1.231 1.03 1.07
20-Apr-1999 1.115 1.04 1.04
21-Apr-1999 1.115 1.07 1.03
22-Apr-1999 1.038 1.08 1.03
23-Apr-1999 0.962 1.08 1.02
26-Apr-1999 1.269 1.08 1.02
27-Apr-1999 1.269 1.09 1.00
28-Apr-1999 1.154 1.08 1.05
29-Apr-1999 1.077 1.07 1.05
30-Apr-1999 1.154 1.06 1.05
03-May-1999 1.192 1.08 1.07
04-May-1999 1.154 1.06 1.07
05-May-1999 1.115 1.07 1.08
06-May-1999 1.115 1.06 1.07
07-May-1999 1.154 1.07 1.07
10-May-1999 1.192 1.07 1.07
11-May-1999 1.115 1.08 1.08
12-May-1999 1.154 1.09 1.05
13-May-1999 1.115 1.09 1.06
14-May-1999 1.115 1.07 1.04
17-May-1999 1.115 1.07 1.04
18-May-1999 1.096 1.06 1.05
19-May-1999 1.115 1.07 1.06
20-May-1999 1.096 1.07 1.08
21-May-1999 1.096 1.06 1.08
24-May-1999 1.096 1.04 1.05
25-May-1999 1.115 1.02 1.04
26-May-1999 1.096 1.04 1.03
27-May-1999 1.077 1.02 1.01
28-May-1999 1.096 1.04 1.02
31-May-1999 1.096 1.04 1.02
01-Jun-1999 1.077 1.03 1.04
02-Jun-1999 1.058 1.03 1.05
03-Jun-1999 1.058 1.04 1.05
04-Jun-1999 1.058 1.06 1.07
07-Jun-1999 1.115 1.06 1.07
08-Jun-1999 1.000 1.05 1.07
09-Jun-1999 1.077 1.05 1.07
10-Jun-1999 1.000 1.04 1.07
11-Jun-1999 1.115 1.03 1.07
14-Jun-1999 1.058 1.03 1.07
15-Jun-1999 1.115 1.04 1.08
16-Jun-1999 1.038 1.06 1.05
17-Jun-1999 1.038 1.07 1.07
18-Jun-1999 1.038 1.07 1.06
21-Jun-1999 0.962 1.08 1.06
22-Jun-1999 0.962 1.07 1.05
23-Jun-1999 1.010 1.06 1.06
24-Jun-1999 1.010 1.05 1.05
25-Jun-1999 1.010 1.05 1.06
28-Jun-1999 1.010 1.06 1.08
29-Jun-1999 1.010 1.08 1.09
30-Jun-1999 1.000 1.09 1.13
01-Jul-1999 1.010 1.10 1.10
02-Jul-1999 0.962 1.11 1.11
05-Jul-1999 0.962 1.11 1.11
06-Jul-1999 0.962 1.11 1.09
07-Jul-1999 0.990 1.11 1.10
08-Jul-1999 1.010 1.11 1.09
09-Jul-1999 0.942 1.12 1.09
12-Jul-1999 0.942 1.12 1.09
13-Jul-1999 0.962 1.11 1.08
14-Jul-1999 0.923 1.11 1.08
15-Jul-1999 0.923 1.12 1.08
16-Jul-1999 0.923 1.13 1.09
19-Jul-1999 0.962 1.12 1.08
20-Jul-1999 0.962 1.10 1.08
21-Jul-1999 0.923 1.10 1.07
22-Jul-1999 0.962 1.09 1.08
23-Jul-1999 0.962 1.08 1.06
26-Jul-1999 0.942 1.07 1.07
27-Jul-1999 0.942 1.09 1.07
28-Jul-1999 0.942 1.09 1.07
29-Jul-1999 0.942 1.07 1.06
30-Jul-1999 0.942 1.06 1.09
02-Aug-1999 0.923 1.06 1.08
03-Aug-1999 0.942 1.05 1.07
04-Aug-1999 0.923 1.04 1.05
05-Aug-1999 0.942 1.05 1.06
06-Aug-1999 0.942 1.04 1.06
09-Aug-1999 0.942 1.03 1.07
10-Aug-1999 0.942 1.02 1.07
11-Aug-1999 0.923 1.04 1.07
12-Aug-1999 0.904 1.04 1.05
13-Aug-1999 0.846 1.06 1.06
16-Aug-1999 0.913 1.06 1.06
17-Aug-1999 0.913 1.07 1.06
18-Aug-1999 0.913 1.06 0.98
19-Aug-1999 0.913 1.06 0.96
20-Aug-1999 0.923 1.07 0.99
23-Aug-1999 0.923 1.08 0.99
24-Aug-1999 0.865 1.09 0.98
25-Aug-1999 0.894 1.10 0.97
26-Aug-1999 0.865 1.09 0.97
27-Aug-1999 0.885 1.08 0.96
30-Aug-1999 0.904 1.06 0.95
31-Aug-1999 0.865 1.05 0.97
01-Sep-1999 0.865 1.06 0.97
02-Sep-1999 0.885 1.05 0.97
03-Sep-1999 0.885 1.08 0.98
06-Sep-1999 0.885 1.08 0.98
07-Sep-1999 0.769 1.08 0.98
08-Sep-1999 0.865 1.07 0.99
09-Sep-1999 0.865 1.07 0.98
10-Sep-1999 0.846 1.08 0.99
13-Sep-1999 0.865 1.07 0.98
14-Sep-1999 0.865 1.07 0.99
15-Sep-1999 0.846 1.05 0.99
16-Sep-1999 0.846 1.05 0.99
17-Sep-1999 0.885 1.06 0.98
20-Sep-1999 0.846 1.06 0.97
21-Sep-1999 0.885 1.04 0.96
22-Sep-1999 0.856 1.05 0.95
23-Sep-1999 0.856 1.02 0.94
24-Sep-1999 0.856 1.02 0.94
27-Sep-1999 0.827 1.02 0.91
28-Sep-1999 0.846 1.02 0.91
29-Sep-1999 0.808 1.01 0.92
30-Sep-1999 0.808 1.02 0.91
01-Oct-1999 0.808 1.02 0.90
04-Oct-1999 0.788 1.04 0.90
05-Oct-1999 0.846 1.04 0.90
06-Oct-1999 0.769 1.06 0.89
07-Oct-1999 0.769 1.05 0.89
08-Oct-1999 0.846 1.07 0.88
11-Oct-1999 0.827 1.06 0.86
12-Oct-1999 0.846 1.05 0.85
13-Oct-1999 0.808 1.03 0.85
14-Oct-1999 0.788 1.02 0.84
15-Oct-1999 0.788 0.99 0.83
18-Oct-1999 0.793 1.00 0.83
19-Oct-1999 0.760 1.01 0.83
20-Oct-1999 0.817 1.03 0.82
21-Oct-1999 0.788 1.02 0.82
22-Oct-1999 0.788 1.04 0.84
25-Oct-1999 0.827 1.03 0.85
26-Oct-1999 0.808 1.02 0.84
27-Oct-1999 0.793 1.03 0.85
28-Oct-1999 0.904 1.07 0.85
29-Oct-1999 0.788 1.09 0.88
01-Nov-1999 0.837 1.08 0.89
02-Nov-1999 0.817 1.07 0.89
03-Nov-1999 0.846 1.08 0.88
04-Nov-1999 0.837 1.09 0.85
05-Nov-1999 0.837 1.09 0.86
08-Nov-1999 0.865 1.10 0.85
09-Nov-1999 0.837 1.09 0.85
10-Nov-1999 0.846 1.10 0.85
11-Nov-1999 0.788 1.10 0.85
12-Nov-1999 0.769 1.11 0.84
15-Nov-1999 0.731 1.11 0.86
16-Nov-1999 0.692 1.13 0.86
17-Nov-1999 0.846 1.12 0.85
18-Nov-1999 0.808 1.14 0.86
19-Nov-1999 0.808 1.13 0.85
22-Nov-1999 0.808 1.13 0.86
23-Nov-1999 0.827 1.12 0.85
24-Nov-1999 0.846 1.13 0.85
25-Nov-1999 0.846 1.13 0.85
26-Nov-1999 0.788 1.13 0.86
29-Nov-1999 0.788 1.12 0.88
30-Nov-1999 0.827 1.11 0.87
01-Dec-1999 0.808 1.11 0.86
02-Dec-1999 0.808 1.12 0.86
03-Dec-1999 0.731 1.14 0.86
06-Dec-1999 0.827 1.13 0.85
07-Dec-1999 0.788 1.12 0.84
08-Dec-1999 0.788 1.12 0.83
09-Dec-1999 0.731 1.12 0.83
10-Dec-1999 0.750 1.13 0.83
13-Dec-1999 0.731 1.13 0.84
14-Dec-1999 0.769 1.12 0.81
15-Dec-1999 0.692 1.13 0.81
16-Dec-1999 0.692 1.13 0.82
17-Dec-1999 0.654 1.13 0.84
20-Dec-1999 0.673 1.13 0.82
21-Dec-1999 0.673 1.14 0.82
22-Dec-1999 0.654 1.15 0.80
23-Dec-1999 0.635 1.16 0.80
24-Dec-1999 0.635 1.16 0.80
27-Dec-1999 0.615 1.16 0.81
28-Dec-1999 0.615 1.16 0.81
29-Dec-1999 0.596 1.17 0.81
30-Dec-1999 0.519 1.17 0.81
31-Dec-1999 0.615 1.17 0.83
03-Jan-2000 0.615 1.16 0.80
04-Jan-2000 0.635 1.12 0.79
05-Jan-2000 0.635 1.12 0.79
06-Jan-2000 0.692 1.12 0.79
07-Jan-2000 0.683 1.15 0.78
10-Jan-2000 0.692 1.16 0.78
11-Jan-2000 0.692 1.15 0.77
12-Jan-2000 0.692 1.14 0.75
13-Jan-2000 0.712 1.16 0.77
14-Jan-2000 0.683 1.17 0.75
17-Jan-2000 0.731 1.17 0.75
18-Jan-2000 0.769 1.16 0.75
19-Jan-2000 1.154 1.16 0.75
20-Jan-2000 1.154 1.15 0.74
21-Jan-2000 1.135 1.15 0.72
24-Jan-2000 1.077 1.12 0.71
25-Jan-2000 1.087 1.12 0.69
26-Jan-2000 1.077 1.12 0.68
27-Jan-2000 1.096 1.12 0.67
28-Jan-2000 1.115 1.08 0.66
31-Jan-2000 1.077 1.11 0.67
01-Feb-2000 1.115 1.12 0.67
02-Feb-2000 1.106 1.12 0.67
03-Feb-2000 1.115 1.14 0.67
04-Feb-2000 1.135 1.14 0.67
07-Feb-2000 1.135 1.14 0.67
08-Feb-2000 1.173 1.15 0.67
09-Feb-2000 1.154 1.13 0.66
10-Feb-2000 1.163 1.13 0.68
11-Feb-2000 1.135 1.11 0.68
</TABLE>
<PAGE>
Multiple Securities (IDC/Exshare)
<TABLE>
<CAPTION>
Date SP50 Composite
S&P 500 STOCK INDEX 500 STOCKS S&P 500
<S> <C> <C> <C>
28-Jan-1999 1265.3700
29-Jan-1999 1279.6400 101.1277
01-Feb-1999 1273.0000 100.6030
02-Feb-1999 1261.9900 99.7329
03-Feb-1999 1272.0700 100.5295
04-Feb-1999 1248.4900 98.6660
05-Feb-1999 1239.4000 100.0000
08-Feb-1999 1243.7700 100.3526
09-Feb-1999 1216.1400 98.1233
10-Feb-1999 1223.5500 98.7212
11-Feb-1999 1254.0400 100.0000
12-Feb-1999 1230.1300 98.0934
15-Feb-1999 1230.1300 98.0934
16-Feb-1999 1241.8700 99.0295
17-Feb-1999 1224.0300 97.6069
18-Feb-1999 1237.2800 98.6635
19-Feb-1999 1239.2200 98.8182
22-Feb-1999 1272.1400 101.4433
23-Feb-1999 1271.1800 101.3668
24-Feb-1999 1253.4100 99.9498
25-Feb-1999 1245.0200 99.2807
26-Feb-1999 1238.3300 98.7472
01-Mar-1999 1236.1600 98.5742
02-Mar-1999 1225.5000 97.7242
03-Mar-1999 1227.7000 97.8996
04-Mar-1999 1246.6400 99.4099
05-Mar-1999 1275.4700 101.7089
08-Mar-1999 1282.7300 102.2878
09-Mar-1999 1279.8400 102.0574
10-Mar-1999 1286.8400 102.6155
11-Mar-1999 1297.6800 103.4800
12-Mar-1999 1294.5900 103.2335
15-Mar-1999 1307.2600 104.2439
16-Mar-1999 1306.3800 104.1737
17-Mar-1999 1297.8200 103.4911
18-Mar-1999 1316.5500 104.9847
19-Mar-1999 1299.2900 103.6083
22-Mar-1999 1297.0100 103.4265
23-Mar-1999 1262.1400 100.6459
24-Mar-1999 1268.5900 101.1603
25-Mar-1999 1289.9900 102.8667
26-Mar-1999 1282.8000 102.2934
29-Mar-1999 1310.1700 104.4759
30-Mar-1999 1300.7500 103.7248
31-Mar-1999 1286.3700 102.5781
01-Apr-1999 1293.7200 103.1642
02-Apr-1999 1293.7200 103.1642
05-Apr-1999 1321.1200 105.3491
06-Apr-1999 1317.8900 105.0915
07-Apr-1999 1326.8900 105.8092
08-Apr-1999 1343.9800 107.1720
09-Apr-1999 1348.3500 107.5205
12-Apr-1999 1358.6400 108.3410
13-Apr-1999 1349.8200 107.6377
14-Apr-1999 1328.4400 105.9328
15-Apr-1999 1322.8600 105.4879
16-Apr-1999 1319.0000 105.1801
19-Apr-1999 1289.4800 102.8261
20-Apr-1999 1306.1700 104.1570
21-Apr-1999 1336.1200 106.5452
22-Apr-1999 1358.8200 108.3554
23-Apr-1999 1356.8500 108.1983
26-Apr-1999 1360.0400 108.4527
27-Apr-1999 1362.8000 108.6728
28-Apr-1999 1350.9100 107.7246
29-Apr-1999 1342.8300 107.0803
30-Apr-1999 1335.1800 106.4703
03-May-1999 1354.6300 108.0213
04-May-1999 1332.0000 106.2167
05-May-1999 1347.3100 107.4376
06-May-1999 1332.0500 106.2207
07-May-1999 1345.0000 107.2534
10-May-1999 1340.3000 106.8786
11-May-1999 1355.6100 108.0994
12-May-1999 1364.0000 108.7685
13-May-1999 1367.5600 109.0523
14-May-1999 1337.8000 106.6792
17-May-1999 1339.4900 106.8140
18-May-1999 1333.3200 106.3220
19-May-1999 1344.2300 107.1920
20-May-1999 1338.8300 106.7613
21-May-1999 1330.2900 106.0803
24-May-1999 1306.6500 104.1952
25-May-1999 1284.4000 102.4210
26-May-1999 1304.7600 104.0445
27-May-1999 1281.4100 102.1825
28-May-1999 1301.8400 103.8117
31-May-1999 1301.8400 103.8117
01-Jun-1999 1294.2600 103.2072
02-Jun-1999 1294.8100 103.2511
03-Jun-1999 1299.5400 103.6283
04-Jun-1999 1327.7500 105.8778
07-Jun-1999 1334.5200 106.4177
08-Jun-1999 1317.3300 105.0469
09-Jun-1999 1318.6400 105.1514
10-Jun-1999 1302.8200 103.8898
11-Jun-1999 1293.6400 103.1578
14-Jun-1999 1294.0000 103.1865
15-Jun-1999 1301.1600 103.7575
16-Jun-1999 1330.4100 106.0899
17-Jun-1999 1339.9000 106.8467
18-Jun-1999 1342.8400 107.0811
21-Jun-1999 1349.0000 107.5723
22-Jun-1999 1335.8800 106.5261
23-Jun-1999 1333.0600 106.3012
24-Jun-1999 1315.7800 104.9233
25-Jun-1999 1315.3100 104.8858
28-Jun-1999 1331.3500 106.1649
29-Jun-1999 1351.4500 107.7677
30-Jun-1999 1372.7100 109.4630
01-Jul-1999 1380.9600 110.1209
02-Jul-1999 1391.2200 110.9390
05-Jul-1999 1391.2200 110.9390
06-Jul-1999 1388.1200 110.6918
07-Jul-1999 1395.8600 111.3090
08-Jul-1999 1394.4200 111.1942
09-Jul-1999 1403.2800 111.9007
12-Jul-1999 1399.1000 111.5674
13-Jul-1999 1393.5600 111.1256
14-Jul-1999 1398.1700 111.4933
15-Jul-1999 1409.6200 112.4063
16-Jul-1999 1418.7800 113.1367
19-Jul-1999 1407.6500 112.2492
20-Jul-1999 1377.1000 109.8131
21-Jul-1999 1379.2900 109.9877
22-Jul-1999 1360.9700 108.5268
23-Jul-1999 1356.9400 108.2055
26-Jul-1999 1347.7600 107.4734
27-Jul-1999 1362.8400 108.6760
28-Jul-1999 1365.4000 108.8801
29-Jul-1999 1341.0300 106.9368
30-Jul-1999 1328.7200 105.9552
02-Aug-1999 1328.0500 105.9017
03-Aug-1999 1322.1800 105.4336
04-Aug-1999 1305.3300 104.0900
05-Aug-1999 1313.7100 104.7582
06-Aug-1999 1300.2900 103.6881
09-Aug-1999 1297.8000 103.4895
10-Aug-1999 1281.4300 102.1841
11-Aug-1999 1301.9300 103.8189
12-Aug-1999 1298.1600 103.5182
13-Aug-1999 1327.6800 105.8722
16-Aug-1999 1330.7700 106.1186
17-Aug-1999 1344.1600 107.1864
18-Aug-1999 1332.8400 106.2837
19-Aug-1999 1323.5900 105.5461
20-Aug-1999 1336.6100 106.5843
23-Aug-1999 1360.2200 108.4670
24-Aug-1999 1363.5000 108.7286
25-Aug-1999 1381.7900 110.1871
26-Aug-1999 1362.0100 108.6098
27-Aug-1999 1348.2700 107.5141
30-Aug-1999 1324.0200 105.5804
31-Aug-1999 1320.4100 105.2925
01-Sep-1999 1331.0700 106.1425
02-Sep-1999 1319.1100 105.1888
03-Sep-1999 1357.2400 108.2294
06-Sep-1999 1357.2400 108.2294
07-Sep-1999 1350.4500 107.6880
08-Sep-1999 1344.1500 107.1856
09-Sep-1999 1347.6600 107.4655
10-Sep-1999 1351.6600 107.7844
13-Sep-1999 1344.1300 107.1840
14-Sep-1999 1336.2900 106.5588
15-Sep-1999 1317.9700 105.0979
16-Sep-1999 1318.4800 105.1386
17-Sep-1999 1335.4200 106.4894
20-Sep-1999 1335.5300 106.4982
21-Sep-1999 1307.5800 104.2694
22-Sep-1999 1310.5100 104.5030
23-Sep-1999 1280.4100 102.1028
24-Sep-1999 1277.3600 101.8596
27-Sep-1999 1283.3100 102.3341
28-Sep-1999 1282.2000 102.2455
29-Sep-1999 1268.3700 101.1427
30-Sep-1999 1282.7100 102.2862
01-Oct-1999 1282.8100 102.2942
04-Oct-1999 1304.6000 104.0318
05-Oct-1999 1301.3500 103.7726
06-Oct-1999 1325.4000 105.6904
07-Oct-1999 1317.6400 105.0716
08-Oct-1999 1336.0200 106.5373
11-Oct-1999 1335.2100 106.4727
12-Oct-1999 1313.0400 104.7048
13-Oct-1999 1285.5500 102.5127
14-Oct-1999 1283.4200 102.3428
15-Oct-1999 1247.4100 99.4713
18-Oct-1999 1254.1300 100.0072
19-Oct-1999 1261.3200 100.5805
20-Oct-1999 1289.4300 102.8221
21-Oct-1999 1283.6100 102.3580
22-Oct-1999 1301.6500 103.7965
25-Oct-1999 1293.6300 103.1570
26-Oct-1999 1281.9100 102.2224
27-Oct-1999 1296.7100 103.4026
28-Oct-1999 1342.4400 107.0492
29-Oct-1999 1362.9300 108.6831
01-Nov-1999 1354.1200 107.9806
02-Nov-1999 1347.7400 107.4719
03-Nov-1999 1354.9300 108.0452
04-Nov-1999 1362.6400 108.6600
05-Nov-1999 1370.2300 109.2653
08-Nov-1999 1377.0100 109.8059
09-Nov-1999 1365.2800 108.8705
10-Nov-1999 1373.4600 109.5228
11-Nov-1999 1381.4600 110.1608
12-Nov-1999 1396.0600 111.3250
15-Nov-1999 1394.3900 111.1918
16-Nov-1999 1420.0700 113.2396
17-Nov-1999 1410.7100 112.4932
18-Nov-1999 1424.9400 113.6280
19-Nov-1999 1422.0000 113.3935
22-Nov-1999 1420.9400 113.3090
23-Nov-1999 1404.6400 112.0092
24-Nov-1999 1417.0800 113.0012
25-Nov-1999 1417.0800 113.0012
26-Nov-1999 1416.6200 112.9645
29-Nov-1999 1407.8300 112.2636
30-Nov-1999 1388.9100 110.7548
01-Dec-1999 1397.7200 111.4574
02-Dec-1999 1409.0400 112.3601
03-Dec-1999 1433.3000 114.2946
06-Dec-1999 1423.3300 113.4996
07-Dec-1999 1409.1700 112.3704
08-Dec-1999 1403.8800 111.9486
09-Dec-1999 1408.1100 112.2859
10-Dec-1999 1417.0400 112.9980
13-Dec-1999 1415.2200 112.8529
14-Dec-1999 1403.1700 111.8920
15-Dec-1999 1413.3200 112.7013
16-Dec-1999 1418.7800 113.1367
17-Dec-1999 1421.0300 113.3162
20-Dec-1999 1418.0900 113.0817
21-Dec-1999 1433.4300 114.3050
22-Dec-1999 1436.1300 114.5203
23-Dec-1999 1458.3400 116.2913
24-Dec-1999 1458.3400 116.2913
27-Dec-1999 1457.1000 116.1925
28-Dec-1999 1457.6600 116.2371
29-Dec-1999 1463.4600 116.6996
30-Dec-1999 1464.4700 116.7802
31-Dec-1999 1469.2500 117.1613
03-Jan-2000 1455.2200 116.0426
04-Jan-2000 1399.4200 111.5929
05-Jan-2000 1402.1100 111.8074
06-Jan-2000 1403.4500 111.9143
07-Jan-2000 1441.4700 114.9461
10-Jan-2000 1457.6000 116.2323
11-Jan-2000 1438.5600 114.7140
12-Jan-2000 1432.2500 114.2109
13-Jan-2000 1449.6800 115.6008
14-Jan-2000 1465.1500 116.8344
17-Jan-2000 1465.1500 116.8344
18-Jan-2000 1455.1400 116.0362
19-Jan-2000 1455.9000 116.0968
20-Jan-2000 1445.5700 115.2730
21-Jan-2000 1441.3600 114.9373
24-Jan-2000 1401.5300 111.7612
25-Jan-2000 1410.0300 112.4390
26-Jan-2000 1404.0900 111.9653
27-Jan-2000 1398.5600 111.5244
28-Jan-2000 1360.1600 108.4623
31-Jan-2000 1394.4600 111.1974
01-Feb-2000 1409.2800 112.3792
02-Feb-2000 1409.1200 112.3664
03-Feb-2000 1424.9700 113.6303
04-Feb-2000 1424.3700 113.5825
07-Feb-2000 1424.24 113.5721
08-Feb-2000 1441.75 114.9684
09-Feb-2000 1411.7 112.5722
10-Feb-2000 1416.83 112.9812
11-Feb-2000 1387.55 110.6464
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Multiple Securities (IDC/Exshare)
Date ABCR GBX HRMN TRN RWKS WAB Composite
ABC-NACO GREENBRIER HARMON INDS TRINITY INDS RAILWORKS WESTINGHOUSE (Mkt Cap)
INC COM COS INC COM INC NEW COM INC COM CORP COM AIR BRAKE CO NE COM
<S> <C> <C> <C> <C> <C> <C> <C>
11-Feb-1999 13.5000 10.6875 22.3125 35.1875 8.7500 18.6875 100.0000
12-Feb-1999 13.7500 10.2500 22.3125 35.0625 8.8125 18.5000 99.5160
15-Feb-1999 13.7500 10.2500 22.3125 35.0625 8.8125 18.5000 99.5160
16-Feb-1999 14.0625 10.5000 22.0000 34.2500 9.0000 18.8125 99.2853
17-Feb-1999 14.0000 10.0000 22.2500 33.7500 9.1250 18.1250 97.4083
18-Feb-1999 14.3750 10.3125 21.7500 33.1875 9.0000 18.1250 96.8340
19-Feb-1999 14.0000 10.2500 21.5000 32.9375 9.0000 18.3125 96.4825
22-Feb-1999 13.6250 10.5000 20.0000 33.0000 9.2500 18.8125 96.8415
23-Feb-1999 14.5000 10.4375 20.9375 32.6250 9.1875 19.4375 98.2118
24-Feb-1999 14.0000 10.2500 20.0625 33.2500 9.0000 19.5625 98.4129
25-Feb-1999 14.3750 10.0625 21.0000 33.2500 9.3750 19.5000 98.9611
26-Feb-1999 14.1250 10.0000 20.7500 32.9375 9.6250 19.8125 98.9262
01-Mar-1999 15.0000 9.9375 20.2500 33.5000 9.6250 20.0000 100.2629
02-Mar-1999 15.2500 9.8125 21.1875 34.0000 9.5000 20.2500 101.6789
03-Mar-1999 15.2500 9.7500 21.0625 33.6875 9.6250 20.1250 101.0640
04-Mar-1999 14.5625 9.7500 21.8750 34.2500 9.5000 20.3125 101.8985
05-Mar-1999 14.0000 9.5625 21.8750 34.1250 9.6250 20.6875 101.9892
08-Mar-1999 13.0000 9.1250 21.2500 33.9375 10.0000 19.8125 99.4532
09-Mar-1999 13.0000 9.3125 20.7500 33.8125 10.1250 19.9375 99.4631
10-Mar-1999 13.0000 9.3125 21.1250 33.5000 10.2500 20.1250 99.5714
11-Mar-1999 13.7500 9.3750 21.1250 33.5000 10.1250 20.0625 99.8951
12-Mar-1999 13.2500 9.3750 20.6250 33.1875 10.3750 20.2500 99.4409
15-Mar-1999 13.6250 9.4375 20.5000 32.8750 10.6250 20.7500 100.1954
16-Mar-1999 13.6250 9.5000 20.5000 31.8125 10.5000 21.0000 99.2444
17-Mar-1999 13.6875 9.1250 20.5000 32.0000 10.5000 20.6875 98.8333
18-Mar-1999 13.6250 8.7500 20.5000 31.8125 10.5000 20.5000 98.0813
19-Mar-1999 13.6250 8.7500 20.1250 31.3750 10.3750 20.3750 97.1341
22-Mar-1999 13.6250 8.5000 20.2500 29.9375 10.5000 20.1250 94.9062
23-Mar-1999 12.3750 8.1875 20.1250 29.4375 11.5000 20.1250 93.7869
24-Mar-1999 13.1250 8.7500 20.0938 29.2500 11.5000 20.1250 94.2503
25-Mar-1999 12.7500 8.7500 20.7500 29.1250 11.0000 20.4375 94.3903
26-Mar-1999 13.3750 8.7500 20.2500 29.3750 10.0000 20.6875 94.8605
29-Mar-1999 12.6250 9.0000 20.2500 29.8125 10.8750 21.3750 96.5967
30-Mar-1999 13.0000 9.3750 20.2500 28.6250 10.7500 20.6875 94.3151
31-Mar-1999 12.6250 9.5000 20.0625 29.3750 10.7500 20.8750 95.3269
01-Apr-1999 12.6250 9.3750 20.3125 29.0625 10.5000 20.7500 94.6490
02-Apr-1999 12.6250 9.3750 20.3125 29.0625 10.5000 20.7500 94.6490
05-Apr-1999 12.5000 9.3750 18.2500 29.4375 10.5000 20.5000 93.8878
06-Apr-1999 12.1250 9.8125 18.1875 28.7500 10.7500 20.3125 92.7778
07-Apr-1999 12.5000 9.3750 18.0000 29.5000 11.2500 20.7500 94.6277
08-Apr-1999 12.1250 9.1875 18.5625 29.7500 12.0000 20.8750 95.3781
09-Apr-1999 12.3125 9.2500 18.3125 29.8750 11.8750 21.3750 96.3530
12-Apr-1999 12.1250 9.1875 18.8750 30.0625 11.7500 22.2500 98.0328
13-Apr-1999 12.5000 8.6250 19.5000 30.2500 11.2500 21.5000 97.0051
14-Apr-1999 13.0000 8.6250 19.0000 31.6250 10.8750 21.3750 98.4785
15-Apr-1999 12.9375 9.0000 18.2500 35.1250 10.6250 21.8750 103.4440
16-Apr-1999 13.1250 8.9375 20.1250 34.1250 10.8125 22.5625 104.1673
19-Apr-1999 13.7500 8.8125 20.7500 36.0625 10.2500 22.6875 107.0988
20-Apr-1999 13.5000 8.8125 20.2500 34.2500 10.3750 22.5000 104.2389
21-Apr-1999 13.3750 8.9375 20.3125 35.1875 10.6250 21.1875 103.3729
22-Apr-1999 13.6719 9.0000 20.6250 34.7500 10.6875 21.3125 103.3789
23-Apr-1999 13.5000 9.0000 21.3750 33.1875 10.6250 21.8750 102.4809
26-Apr-1999 13.5000 9.0000 22.3750 32.3750 10.5000 21.8125 101.6623
27-Apr-1999 13.5000 9.0000 22.2500 33.0000 9.2500 21.0000 100.4977
28-Apr-1999 13.1250 9.0000 21.5000 35.4375 10.3750 21.8125 104.9075
29-Apr-1999 13.2500 9.0000 21.6250 35.0000 10.0000 22.2500 105.0290
30-Apr-1999 13.2500 9.0000 22.0000 34.8125 10.7500 22.3125 105.3721
03-May-1999 13.1875 9.0000 22.0000 36.1875 11.1250 22.1875 107.0251
04-May-1999 13.1875 9.1875 22.0625 37.1250 11.1250 21.5625 107.2813
05-May-1999 13.1250 9.1250 21.3750 37.3750 11.1250 22.0000 108.0007
06-May-1999 13.0000 9.2500 21.5625 36.8125 10.8750 22.0000 107.2296
07-May-1999 13.0000 9.7500 21.3750 36.8125 10.7500 21.9375 107.2291
10-May-1999 13.0000 10.6250 21.3438 37.0000 10.7500 21.6250 107.3359
11-May-1999 13.0000 10.5625 21.2500 36.8750 10.7500 22.0000 107.7339
12-May-1999 12.8750 10.5000 20.7500 36.1250 10.7500 21.1250 105.0674
13-May-1999 13.3750 10.6250 21.5000 36.1250 10.2813 21.5000 106.1027
14-May-1999 13.4375 10.3125 20.1250 36.0625 10.5000 20.8750 104.4945
17-May-1999 13.1250 10.2500 20.3750 36.1250 10.4375 20.8125 104.3142
18-May-1999 13.3750 10.0000 20.3750 35.7500 10.5000 21.3750 104.8356
19-May-1999 14.0000 10.3125 19.9375 35.8125 11.0000 21.6875 106.0181
20-May-1999 14.0000 10.2500 20.6250 35.4375 10.7500 22.8125 107.5051
21-May-1999 14.4375 10.1875 20.6250 35.4375 11.2500 22.8750 108.0718
24-May-1999 14.5000 10.1875 20.6250 34.3750 10.8125 22.1250 105.3429
25-May-1999 14.2500 10.1875 21.0000 33.1875 11.0000 22.1250 103.9206
26-May-1999 14.3125 9.9375 20.8125 32.3125 11.0000 22.0625 102.5759
27-May-1999 14.5000 9.3750 20.7188 31.0000 10.9375 22.3125 101.1356
28-May-1999 14.5000 9.3125 20.8750 31.1875 10.9375 22.8750 102.3248
31-May-1999 14.5000 9.3125 20.8750 31.1875 10.9375 22.8750 102.3248
01-Jun-1999 14.8750 9.7500 20.6875 32.5000 10.9375 22.8750 104.3311
02-Jun-1999 15.8125 9.5000 20.5625 32.0000 10.9375 23.3125 104.8334
03-Jun-1999 16.3125 9.6250 21.0000 31.7500 10.5000 23.6250 105.3532
04-Jun-1999 15.3750 9.8750 20.6250 32.1250 10.5000 24.8125 107.1877
07-Jun-1999 14.8750 9.9375 20.5625 32.3125 10.6250 24.6875 106.9766
08-Jun-1999 15.0000 9.8750 20.7500 32.0000 10.5000 24.8750 106.9512
09-Jun-1999 14.9375 9.8750 20.3750 32.1875 10.5000 25.0000 107.2191
10-Jun-1999 14.9375 10.0000 20.2500 32.3125 10.0000 25.0000 107.1607
11-Jun-1999 14.9375 10.0000 20.2500 32.1250 9.8750 25.1250 107.0743
14-Jun-1999 15.0000 10.0000 20.2500 32.3125 9.5000 25.0000 106.9718
15-Jun-1999 15.7500 10.0625 20.0000 32.2500 10.0000 25.0000 107.5132
16-Jun-1999 15.5000 10.0000 16.0000 31.8750 10.0000 24.6875 104.9036
17-Jun-1999 16.5625 10.0625 16.3750 32.6875 10.0000 24.9375 107.1434
18-Jun-1999 16.7500 10.0000 16.5000 32.3750 9.8750 24.6875 106.4134
21-Jun-1999 17.1875 10.2500 16.2500 32.0000 9.7500 24.7500 106.2772
22-Jun-1999 17.1250 10.1250 16.5000 31.3750 9.7500 24.6875 105.3853
23-Jun-1999 17.1250 10.1250 16.1250 31.6250 9.6250 24.7500 105.6099
24-Jun-1999 17.4375 10.0625 16.3750 31.3125 9.5625 24.5625 105.1321
25-Jun-1999 18.0000 10.0625 16.5000 31.6250 9.6250 24.8125 106.3506
28-Jun-1999 18.5000 10.2500 17.0000 32.1875 9.2500 24.8750 107.5585
29-Jun-1999 19.8750 10.1250 18.5000 32.5000 9.2500 24.7383 109.0449
30-Jun-1999 20.5000 10.5000 19.8125 33.5000 9.2500 25.9375 113.2972
01-Jul-1999 19.5000 10.4375 19.2500 32.1875 9.3750 25.2500 109.7365
02-Jul-1999 19.6875 10.4375 19.0000 32.7500 9.3750 25.7500 111.2890
05-Jul-1999 19.6875 10.4375 19.0000 32.7500 9.3750 25.7500 111.2890
06-Jul-1999 19.5000 10.6250 19.0000 31.3750 9.6250 25.3125 108.9273
07-Jul-1999 19.4375 10.8125 18.9375 32.2500 9.5000 25.0625 109.5824
08-Jul-1999 19.4375 10.8125 19.1250 32.1250 9.5000 24.8750 109.1846
09-Jul-1999 19.4375 11.0000 19.4375 32.0000 9.2500 25.0000 109.3179
12-Jul-1999 19.3750 10.9375 19.5000 31.8750 9.1250 24.8125 108.7519
13-Jul-1999 19.0625 11.0000 19.2500 31.6875 9.2500 24.6250 108.0132
14-Jul-1999 19.1250 10.6250 19.6250 32.1250 9.5000 24.2500 108.0620
15-Jul-1999 19.1250 10.8125 19.7500 32.3750 9.1250 24.2500 108.3360
16-Jul-1999 19.1250 11.0625 20.0000 33.1250 9.2500 23.6875 108.6124
19-Jul-1999 19.0000 11.5000 19.5625 33.3750 9.2500 23.1250 107.9653
20-Jul-1999 18.6875 12.2500 19.3750 33.8125 9.0000 23.0000 108.2785
21-Jul-1999 19.2500 12.3125 19.5000 33.1875 9.2500 22.3125 106.8904
22-Jul-1999 19.6250 12.1250 19.6250 34.0625 9.0000 22.4375 108.2689
23-Jul-1999 19.5625 11.3750 19.2500 33.6250 9.0000 22.0000 106.4860
26-Jul-1999 20.1875 11.5000 19.0000 33.5000 9.1250 22.0625 106.8342
27-Jul-1999 20.7500 11.5625 18.7500 33.9375 8.7500 22.0625 107.4926
28-Jul-1999 20.2500 11.5625 18.6250 33.4375 9.3750 22.0000 106.6971
29-Jul-1999 20.0000 11.4375 18.1250 33.0625 9.2500 21.9375 105.6778
30-Jul-1999 20.0000 11.3125 17.8750 33.2500 9.3125 23.7500 108.7774
02-Aug-1999 20.0000 11.5000 18.0938 32.5625 9.2500 24.0000 108.4612
03-Aug-1999 19.5625 11.2500 18.4688 32.5625 9.2500 23.3750 107.1893
04-Aug-1999 18.5000 11.2500 18.0000 32.6875 9.5000 22.5625 105.3088
05-Aug-1999 19.0000 10.9375 17.9375 33.4375 9.0000 22.2500 105.6484
06-Aug-1999 19.1250 10.8750 18.8750 33.1250 8.7500 22.2500 105.5286
09-Aug-1999 19.3125 10.8750 18.9375 33.2500 9.1250 22.8125 106.9177
10-Aug-1999 20.0000 10.6250 19.1250 33.0000 9.4375 22.8750 107.2197
11-Aug-1999 19.8750 10.2500 19.1875 32.6875 9.5000 23.3125 107.3523
12-Aug-1999 19.2500 10.2500 19.0000 32.0000 9.5000 22.5000 104.7051
13-Aug-1999 19.5000 10.3750 18.9375 32.8750 9.4375 22.3750 105.7555
16-Aug-1999 19.0625 10.4375 18.7500 32.6875 9.7500 22.8750 106.1800
17-Aug-1999 18.4375 10.5000 19.1250 32.4375 9.5000 23.2500 106.1545
18-Aug-1999 18.1875 10.5625 18.6250 31.7500 9.6250 18.6875 97.5356
19-Aug-1999 17.7500 10.8750 18.3750 31.6250 9.6250 18.1250 96.2391
20-Aug-1999 17.3125 10.9375 18.3750 31.6875 9.6250 20.0625 99.2691
23-Aug-1999 17.3750 11.1250 17.7500 31.9375 10.0000 19.8125 99.2389
24-Aug-1999 17.2500 11.0000 17.0000 31.7500 10.3750 19.0625 97.5360
25-Aug-1999 16.7500 10.8750 17.5000 31.3125 10.3750 19.2500 97.1158
26-Aug-1999 15.5000 10.7500 17.5000 32.0000 10.5000 19.2500 97.2209
27-Aug-1999 14.8750 10.7500 18.2188 31.2500 10.2500 19.4375 96.3547
30-Aug-1999 13.9375 10.6250 18.5000 31.0000 9.8750 19.2500 95.0384
31-Aug-1999 14.1875 10.6250 17.3750 31.3750 9.2500 20.1875 96.5139
01-Sep-1999 16.2500 10.6250 17.8750 31.4375 9.0000 19.8125 97.2934
02-Sep-1999 16.3125 10.6250 17.5313 31.2500 9.5000 19.5625 96.7872
03-Sep-1999 16.2500 10.7500 17.5000 31.9375 9.6250 19.7500 98.0232
06-Sep-1999 16.2500 10.7500 17.5000 31.9375 9.6250 19.7500 98.0232
07-Sep-1999 16.2500 10.5000 17.5000 31.6250 9.6250 20.0000 97.9288
08-Sep-1999 16.0000 10.6250 17.5000 32.4375 9.5000 20.0000 98.7974
09-Sep-1999 15.7500 10.5625 17.3125 32.4375 9.6250 19.6875 98.0921
10-Sep-1999 15.4375 10.6250 17.3125 32.5000 9.4375 20.0625 98.5415
13-Sep-1999 13.6875 10.6250 17.1875 32.9375 9.3750 20.3125 98.3672
14-Sep-1999 14.0000 10.6250 17.1875 33.0000 9.3750 20.4375 98.8410
15-Sep-1999 14.3125 10.8750 16.3750 33.0000 9.6250 20.5000 99.0668
16-Sep-1999 14.6250 11.1250 15.5000 32.3750 9.6250 20.6875 98.5776
17-Sep-1999 15.3750 11.1250 15.2500 32.5000 9.3125 20.2500 98.2374
20-Sep-1999 15.1250 11.1250 14.8750 31.8125 9.3125 20.1875 96.9843
21-Sep-1999 14.5000 11.0625 14.9375 31.3750 9.3750 20.0625 95.8727
22-Sep-1999 13.9375 11.1875 15.0625 30.9375 9.3125 19.8125 94.6442
23-Sep-1999 13.9375 11.0000 14.7500 30.5000 9.3125 20.0625 94.3084
24-Sep-1999 13.8125 11.0000 14.7500 30.8125 9.4375 19.8750 94.3731
27-Sep-1999 13.6875 11.0625 14.3750 30.3125 9.2500 18.6250 91.4202
28-Sep-1999 13.0000 11.1250 14.1875 30.2500 9.3750 18.8750 91.3535
29-Sep-1999 13.8750 11.0000 13.3750 30.7500 9.0000 18.6250 91.5804
30-Sep-1999 14.1250 11.0625 12.5625 30.8750 9.0000 18.1875 90.9040
01-Oct-1999 14.4531 11.1250 13.5000 30.4375 9.1250 17.7500 90.2573
04-Oct-1999 14.9375 10.8125 14.6250 30.7500 8.8125 17.3125 90.3462
05-Oct-1999 15.2500 10.7500 14.1875 30.6250 8.7500 17.0000 89.6498
06-Oct-1999 15.0000 10.7500 14.0000 30.2500 8.2500 17.2500 89.1442
07-Oct-1999 14.9375 10.8125 13.8750 30.0000 8.6250 17.2500 88.9457
08-Oct-1999 14.9375 10.7500 13.2500 29.8125 8.5000 17.0625 88.0910
11-Oct-1999 13.1250 10.8750 13.6250 29.9375 8.5000 16.5000 86.4150
12-Oct-1999 12.6250 10.7500 13.0000 29.3125 8.3750 16.5625 85.0906
13-Oct-1999 11.7500 10.7500 13.7813 28.8750 8.3750 16.9375 84.9098
14-Oct-1999 11.0000 10.6875 13.0625 28.8125 8.2500 16.6250 83.5175
15-Oct-1999 11.1250 10.7500 12.9375 28.3125 8.2500 16.5625 82.8459
18-Oct-1999 10.9375 10.5000 13.3125 27.8750 8.2500 17.0000 82.9248
19-Oct-1999 11.0000 10.6250 12.7500 27.6250 9.1250 16.8125 82.5908
20-Oct-1999 12.2500 10.6250 12.8125 26.6875 10.0000 16.6250 82.2828
21-Oct-1999 11.8125 10.6250 12.5625 26.4375 10.2500 16.5625 81.6238
22-Oct-1999 11.6250 10.6250 11.7500 28.3750 10.1250 16.9375 84.2099
25-Oct-1999 11.3750 10.6875 11.2500 28.5000 10.5000 17.1250 84.5417
26-Oct-1999 11.0000 10.5000 12.0625 28.8125 9.9375 16.5625 83.7341
27-Oct-1999 11.1250 10.6250 12.1875 29.0625 10.0000 16.7500 84.5626
28-Oct-1999 11.0000 10.5625 13.9375 29.1875 10.0000 16.7500 85.2473
29-Oct-1999 10.7500 10.3125 13.2500 29.8125 10.0625 18.3750 88.2213
01-Nov-1999 10.7500 10.3125 14.0000 30.0625 9.7500 18.6250 89.0757
02-Nov-1999 10.5000 10.3750 14.2500 30.1250 9.6875 18.3750 88.6814
03-Nov-1999 10.6250 10.3125 11.0000 30.6875 9.6875 18.1875 87.9530
04-Nov-1999 10.7500 10.2500 11.1875 29.8750 9.6250 17.0000 85.0654
05-Nov-1999 10.9375 10.2500 11.5000 30.2500 10.0000 16.7500 85.5215
08-Nov-1999 10.5000 10.2500 11.7500 29.3750 10.0000 17.1875 84.9677
09-Nov-1999 10.5000 10.2500 11.3750 29.3125 10.0000 17.1875 84.7538
10-Nov-1999 10.5000 10.2500 11.3750 29.0625 9.8750 17.4375 84.7946
11-Nov-1999 10.5000 10.1250 11.7500 29.5000 9.8750 17.2500 85.1141
12-Nov-1999 10.5000 9.9375 12.0000 29.2500 9.7500 17.0625 84.4402
15-Nov-1999 10.8750 10.0000 12.2500 29.6875 10.0000 17.3750 85.9633
16-Nov-1999 11.0625 10.0000 12.5000 29.5000 10.0000 17.3125 85.8290
17-Nov-1999 10.9375 9.9375 12.1250 29.2500 10.0000 17.2500 85.1727
18-Nov-1999 11.1250 9.9375 12.3750 29.5000 10.0000 17.4375 85.9991
19-Nov-1999 10.7500 9.7500 12.3750 28.8125 10.2500 17.6875 85.3482
22-Nov-1999 11.5000 9.7500 12.7500 28.7500 10.0000 17.5625 85.5409
23-Nov-1999 11.1250 9.8750 12.6250 28.6875 10.3750 17.1250 84.6967
24-Nov-1999 10.7500 9.7500 12.5000 28.7500 10.0000 17.4375 84.7900
25-Nov-1999 10.7500 9.7500 12.5000 28.7500 10.0000 17.4375 84.7900
26-Nov-1999 10.8125 9.8125 12.5000 28.6250 10.0000 18.0000 85.6250
29-Nov-1999 11.0000 9.8750 12.6250 28.4375 10.1250 19.3750 87.8963
30-Nov-1999 11.1875 10.0000 12.3750 29.2500 10.0000 18.1250 86.8829
01-Dec-1999 11.1250 10.1250 12.5625 28.5000 10.2500 18.0625 86.0382
02-Dec-1999 11.0000 10.0000 12.5625 28.9375 10.5000 17.6250 85.8485
03-Dec-1999 10.6250 10.0000 12.6563 29.5625 10.0000 17.5625 86.1100
06-Dec-1999 10.5000 10.0000 12.5625 29.0000 10.0000 17.6250 85.3968
07-Dec-1999 9.6875 10.0000 12.5625 28.9375 9.8750 17.4375 84.4603
08-Dec-1999 9.7500 9.8125 12.3750 27.8750 9.7500 17.6250 83.2632
09-Dec-1999 9.7500 9.8750 12.3750 27.9375 10.1250 17.0000 82.5115
10-Dec-1999 9.6250 10.2500 12.3750 27.6875 9.9375 17.2500 82.6183
13-Dec-1999 10.0625 10.4375 12.4375 28.0000 10.1875 17.4375 83.8057
14-Dec-1999 9.8125 10.3750 12.2500 27.2500 9.8750 16.6875 81.2402
15-Dec-1999 10.0000 9.9375 12.3750 27.3125 9.9688 16.5000 81.0130
16-Dec-1999 9.8750 9.8750 12.2500 27.7500 10.7500 16.6250 81.9732
17-Dec-1999 10.0000 9.8750 12.5000 27.1875 11.0000 18.3750 84.4264
20-Dec-1999 9.0625 9.7500 12.9688 27.3750 10.8750 17.1875 82.1948
21-Dec-1999 9.0625 9.8125 12.5625 26.9375 10.8750 17.2500 81.6299
22-Dec-1999 9.2500 8.8125 12.4375 27.3125 10.3438 16.6250 80.4462
23-Dec-1999 9.0000 8.2500 12.3750 27.6250 10.0000 16.7500 80.4590
24-Dec-1999 9.0000 8.2500 12.3750 27.6250 10.0000 16.7500 80.4590
27-Dec-1999 8.7500 8.3750 12.1563 27.7500 10.3750 16.8750 80.8178
28-Dec-1999 8.6875 8.9375 12.1875 28.0625 10.1250 16.8125 81.2225
29-Dec-1999 8.2500 8.7500 11.7500 28.5625 10.0625 16.6875 81.1078
30-Dec-1999 8.2500 8.7500 12.1875 28.1875 10.1250 16.6875 80.8233
31-Dec-1999 8.2500 8.6250 12.1250 28.4375 9.7500 17.7500 82.6364
03-Jan-2000 7.9375 8.6250 12.3750 27.5000 9.7500 17.1875 80.4342
04-Jan-2000 7.4375 8.4375 12.2188 26.6875 9.7500 16.9375 78.5578
05-Jan-2000 7.5000 8.6250 12.3125 27.1875 9.7500 16.8750 79.2396
06-Jan-2000 7.6875 8.7500 12.2500 27.5625 10.1250 16.1875 78.8971
07-Jan-2000 7.5625 8.7500 11.8125 27.4375 10.1250 15.9375 78.0949
10-Jan-2000 7.5625 9.0000 11.7500 27.1875 10.0000 15.7500 77.5065
11-Jan-2000 7.7500 8.5625 11.8750 26.9375 10.8750 15.3125 76.8300
12-Jan-2000 7.9375 8.5000 12.0000 26.5625 10.8750 14.5000 75.1525
13-Jan-2000 10.0000 8.4375 12.5000 26.3750 11.5000 14.6250 76.8096
14-Jan-2000 9.5000 8.6250 12.6250 25.7500 11.8750 13.8125 74.6847
17-Jan-2000 9.5000 8.6250 12.6250 25.7500 11.8750 13.8125 74.6847
18-Jan-2000 9.6875 8.7500 12.3750 25.6250 12.5000 13.7500 74.7886
19-Jan-2000 9.6250 8.6875 12.6250 25.3750 12.3125 14.0000 74.8251
20-Jan-2000 8.8750 8.5000 12.8750 25.1250 11.5000 14.0000 73.6929
21-Jan-2000 8.8750 8.4375 13.1250 24.2500 10.6250 13.8125 71.9506
24-Jan-2000 9.0625 8.3125 13.3750 24.3125 10.0000 13.5625 71.4814
25-Jan-2000 8.8125 8.3750 13.5000 23.8125 10.0625 12.4375 68.9525
26-Jan-2000 8.6875 8.3750 13.2500 24.0000 10.2500 11.7500 67.9754
27-Jan-2000 8.2500 8.3750 13.3750 23.8125 10.5000 11.5625 67.3246
28-Jan-2000 8.0625 8.3125 13.2500 23.5000 10.5000 11.3125 66.3336
31-Jan-2000 9.8750 8.4375 13.1250 23.3750 10.5000 11.1250 66.9790
01-Feb-2000 9.1250 8.6250 13.0000 23.4375 10.5000 11.1250 66.6425
02-Feb-2000 9.0313 8.6875 13.1875 23.3750 10.2500 11.4375 67.0041
03-Feb-2000 9.3750 8.6250 13.3750 22.7500 10.5000 11.5000 66.6834
04-Feb-2000 9.1250 8.8750 13.5000 22.6875 10.2500 11.5625 66.6013
07-Feb-2000 9.0000 8.6250 13.3125 23.1250 10.2500 11.7500 67.2023
08-Feb-2000 9.0000 9.0000 13.2500 22.5000 10.6250 11.6250 66.5295
09-Feb-2000 8.7969 8.5000 13.4375 22.0000 10.4375 11.8750 65.9457
10-Feb-2000 8.6250 8.6250 13.5000 22.1250 11.5000 12.6250 67.7939
11-Feb-2000 9.0000 8.3750 13.5000 21.8750 11.0625 12.8750 67.8070
</TABLE>
<PAGE>
Financial Overview Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Ownership
(shares in thousands) Total Shares % of Total
------------ ----------
Majority Shareholder
Ansaldo Trasporti S.p.A 16,711.3 81.7%
Public Ownership 3,737.5 18.3%
-------- -----
Total Shares Outstanding 20,448.8 100.0%
======== =====
- ----------------------------------------
As per Ansaldo Signal N.V. management as of February 11, 2000. Please see
Appendix 4.
- --------------------------------------------------------------------------------
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<PAGE>
Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Valuation Summary
- --------------------------------------------------------------------------------
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Page 24
<PAGE>
Valuation Summary Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
o Projections for FY 1999 - FY 2003, shown on previous pages in this
presentation and in Appendix 4, were provided by Ansaldo management.
o We have utilized several methods of valuation in determining the
fairness of the proposed offer, including:
- Implied Premium Analysis
- Analysis of Comparable Publicly-Traded Companies
- Analysis of Comparable M&A Transactions
- Discounted Cash Flow Analysis
o A Leveraged Buyout Analysis was not performed.
- --------------------------------------------------------------------------------
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<PAGE>
Valuation Summary Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Implied Premium Analysis
- --------------------------------------------------------------------------------
Implied Premium
- --------------------------------------------------------------------------------
-------
Offer Price per Ansaldo Share $ 4.05
-------
Implied Premium To:
February 4, 2000 Price of $3.69 9.8%
January 20, 2000 Price of $3.75 8.0%
January 13, 2000 Price of $2.31 75.1%
5 Day Average Price of $3.01 34.8%
15 Day Average Price of $2.48 63.3%
30 Day Average Price of $2.33 73.9%
90 Day Average Price of $2.54 59.4%
52 Week High of $4.50 (10.0%)
52 Week Low of $1.69 139.6%
-------
Fully-Diluted Equity Offer Value (a) $ 82.8
-------
-------
Fully-Diluted Enterprise Value (b) $ 210.4
-------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Summary Transaction Multiples
- --------------------------------------------------------------------------------
Offer Price per Ansaldo Share as a
Multiple of:
LTM EPS 25.6x
1999E EPS NM
2000P EPS 61.3x
Book Value per share (c) 0.79x
Fully-Diluted Enterprise Value as a Multiple of:
LTM Revenues (d) 0.59x
1999E Revenues (e) 0.61x
2000P Revenues (e) 0.55x
LTM EBITDA (d) 7.6x
1999E EBITDA (e) 9.4x
2000P EBITDA (e) 6.6x
LTM EBIT (d) 11.9x
1999E EBIT (e) 16.8x
2000P EBIT (e) 9.8x
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Company statistics exclude all non-recurring items.
Average prices for period ending January 21, 2000 (last trading day prior to
public announcement of $3.80 offer price). ASIGF did not trade on January 21,
2000.
(a) Based on 20.4 million shares outstanding.
(b) Includes $127.6 million of estimated net debt as of December 31, 1999 per
Ansaldo Signal N.V. management as of February 11, 2000.
(c) Based on December 31, 1999 estimated book value of $104.7 million per
Ansaldo Signal N.V. management as of February 11, 2000.
(d) LTM as of September 30, 1999 per press release dated December 14, 1999.
(e) FY99 and FY00 estimates per Ansaldo Signal N.V. management as of February
11, 2000.
Please see Appendix 4.
- --------------------------------------------------------------------------------
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<PAGE>
Valuation Summary Ansaldo Signal N.V.
<TABLE>
<CAPTION>
---------- ------------------ ------------------ -----------------------------
($ in millions, Company Multiple Range (a) Implied Firm Value Equity Value per Share (b)(c)
except per share amounts) Statistics Low High Low High Low High
- ---------------------------------------------------------------------------------------------------------------------
Comparable Public Companies
<S> <C> <C> <C> <C> <C> <C> <C>
Firm Value to:
Revenues:
LTM $358.1 0.54x - 0.78x $194.0 - $281.0 $ 3.25 - $ 7.50
1999E 345.3 0.54 - 0.88 188.0 - 303.4 2.95 - 8.60
2000P 385.1 0.51 - 0.72 196.6 - 276.5 3.38 - 7.28
EBITDA:
LTM $ 27.5 4.5x - 7.3x $125.2 - $201.0 $(0.12) - $ 3.59
1999E 22.5 4.5 - 7.3 100.1 - 164.7 (1.35) - 1.81
2000P 31.7 3.9 - 5.0 123.8 - 159.6 (0.19) - 1.57
EBIT:
LTM $ 17.7 6.0x - 14.8x $105.2 - $262.1 $(1.10) - $ 6.58
1999E 12.5 5.9 - 8.9 74.4 - 111.0 (2.60) - (0.81)
2000P 21.5 5.1 - 7.0 109.8 - 150.6 (0.87) - 1.12
Equity Value to:
LTM EPS $ 0.16 6.8x - 20.5x -- - -- $ 1.08 - $ 3.25
1999E EPS (0.01) 7.1 - 8.5 -- - -- NM - NM
2000P EPS 0.07 6.5 - 8.2 -- - -- 0.43 - 0.54
Book Value $104.7 0.90x - 1.95x -- - -- $ 4.59 - $ 9.98
Tangible Book Value 70.0 2.54x - 2.54x -- - -- 8.71 - 8.71
Comparable M&A Transactions
Firm Value to:
LTM Revenues $358.1 0.36x - 1.41x $130.2 - $504.9 $ 0.13 - $18.45
LTM EBITDA 27.5 6.0 - 7.4 165.2 - 204.4 1.84 - 3.75
LTM EBIT 17.7 6.7 - 12.0 117.5 - 212.1 (0.49) - 4.13
Discounted Cash Flows
Management Case $185.0 - $245.3 $ 2.80 - $ 5.76
<CAPTION>
-----------------------------------
<S> <C> <C> <C>
Mean $ 1.32 - $ 5.40
-----------------------------------
-----------------------------------
Median $ 0.43 - $ 4.13
-----------------------------------
-----------------------------------
Offer Price $4.05
-----------------------------------
</TABLE>
- ----------
Company statistics exclude all non-recurring items.
FY99 and FY00 estimates per Ansaldo Signal N.V. management as of February 11,
2000.
LTM data as of September 30, 1999.
EPS figures are based on basic shares outstanding.
Detailed analysis found in Appendices 1-3.
(a) Multiple range eliminates high and low multiples of comparable universe.
(b) Equity value reflects estimated net debt of $127.6 million as of December
31, 1999 per Ansaldo Signal N.V. management as of February 11, 2000.
Please see Appendix 4.
(c) Equity value per share reflects 20.4 million shares outstanding.
- --------------------------------------------------------------------------------
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Page 27
<PAGE>
Valuation Summary Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Analysis of Publicly-Traded Comparable Companies
<TABLE>
<CAPTION>
---------- ------------------ ------------------ -----------------------------
($ in millions, Company Multiple Range (a) Implied Firm Value Equity Value per Share (b)(c)
except per share amounts) Statistics Low High Low High Low High
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Firm Value to:
Revenues:
LTM $358.1 0.54x - 0.78x $194.0 - $281.0 $ 3.25 - $ 7.50
1999E 345.3 0.54 - 0.88 188.0 - 303.4 2.95 - 8.60
2000P 385.1 0.51 - 0.72 196.6 - 276.5 3.38 - 7.28
EBITDA:
LTM $ 27.5 4.5x - 7.3x $125.2 - $201.0 $(0.12) - $ 3.59
1999E 22.5 4.5 - 7.3 100.1 - 164.7 (1.35) - 1.81
2000P 31.7 3.9 - 5.0 123.8 - 159.6 (0.19) - 1.57
EBIT:
LTM $ 17.7 6.0x - 14.8x $105.2 - $262.1 $(1.10) - $ 6.58
1999E 12.5 5.9 - 8.9 74.4 - 111.0 (2.60) - (0.81)
2000P 21.5 5.1 - 7.0 109.8 - 150.6 (0.87) - 1.12
Equity Value to:
LTM EPS $ 0.16 6.8x - 20.5x -- - -- $ 1.08 - $ 3.25
1999E EPS (0.01) 7.1 - 8.5 -- - -- NM - NM
2000P EPS 0.07 6.5 - 8.2 -- - -- 0.43 - 0.54
Book Value $104.7 0.90x - 1.95x -- - -- $ 4.59 - $ 9.98
Tangible Book Value 70.0 2.54x - 2.54x -- - -- 8.71 - 8.71
<CAPTION>
-----------------------------------
<S> <C> <C> <C>
Mean $ 1.40 - $ 4.59
-----------------------------------
-----------------------------------
Median $ 0.43 - $ 3.59
-----------------------------------
-----------------------------------
Offer Price $4.05
-----------------------------------
</TABLE>
- ----------------------------------------
Company statistics exclude all non-recurring items.
FY99 and FY00 estimates per Ansaldo Signal N.V. management as of February 11,
2000.
LTM data as of September 30, 1999.
EPS figures are based on basic shares outstanding.
Detailed analysis found in Appendix 1.
(a) Multiple range eliminates high and low multiples of comparable universe.
(b) Equity value reflects estimated net debt of $127.6 million as of December
31, 1999 per Ansaldo Signal N.V. management as of February 11, 2000.
Please Appendix 4.
(c) Equity value per share reflects 20.4 million shares outstanding.
- --------------------------------------------------------------------------------
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Page 28
<PAGE>
Valuation Summary Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Analysis of Comparable M&A Transactions
o Values derived by analyzing comparable M&A transactions include a
"change of control" premium. As the Proposed Transaction relates to
a minority interest and therefore would not confer control of the
Company to any potential buyer, the application of a minority
interest discount to the implied values would be justified.
($ in millions, except per share amounts)
<TABLE>
<CAPTION>
---------- ------------------ ------------------ -----------------------------
Operating Multiple Range (a) Implied Firm Value Equity Value per Share (b)(c)
Statistics Low High Low High Low High
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Firm Value to:
LTM Revenues $358.1 0.36x - 1.41x $130.2 - $504.9 $0.13 - $18.45
LTM EBITDA $ 27.5 6.0x - 7.4x $165.2 - $204.4 $1.84 - $ 3.75
LTM EBIT $ 17.7 6.7x - 12.0x $117.5 - $212.1 ($0.49) - $ 4.13
<CAPTION>
<S> <C> <C> <C>
------------------------------------------
Mean $0.49 - $ 8.78
------------------------------------------
------------------------------------------
Median $0.13 - $ 4.13
------------------------------------------
------------------------------------------
Offer Price $4.05
------------------------------------------
</TABLE>
- ----------------------------------------
Company statistics exclude all non-recurring items.
LTM data as of September 30, 1999 per press release dated December 14, 1999.
Detailed analysis found in Appendix 2.
(a) Multiple range eliminates high and low multiples of comparable universe.
(b) Equity value reflects estimated net debt of $127.6 million as of December
31, 1999 per Ansaldo Signal N.V. management as of February 11, 2000.
Please see Appendix 4.
(c) Equity value per share reflects 20.4 million shares outstanding.
- --------------------------------------------------------------------------------
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<PAGE>
Valuation Summary Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Discounted Cash Flow Analysis
($ in millions, except per share amounts)
<TABLE>
<CAPTION>
Present Value
of Free Present Value of Terminal Value Present Value of Enterprise
Cash Flows + Multiple of 2003 EBITDA (b) = Value
------------- ------------------------------- ------------------------------
Discount Rate ('00-'03) (a) 4.5x 5.0x 5.5x 4.5x 5.0x 5.5x
- ------------- ------------- ------------------------------- ------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
12.0% ($4.1) $204.0 $226.7 $249.4 $200.0 $222.6 $245.3
13.0% (4.6) 196.9 218.8 240.7 192.3 214.2 236.1
14.0% (5.1) 190.1 211.2 232.3 185.0 206.1 227.2
<CAPTION>
Total Equity Value (c) Equity Value per Share (c)
Net Debt (c) ------------------------------- ------------------------------
Discount Rate - 12/31/99E = 4.5x 5.0x 5.5x 4.5x 5.0x 5.5x
- ------------- ------------- ------------------------------- ------------------------------
<C> <C> <C> <C> <C> <C> <C> <C>
12.0% $127.6 $72.4 $95.0 $117.7 $3.54 $4.65 $5.76
13.0% 127.6 64.7 86.6 108.4 3.16 4.23 5.30
14.0% 127.6 57.4 78.5 99.6 2.80 3.84 4.87
<CAPTION>
<S> <C> <C> <C>
---------------------------------------------------
Total Range $2.80 -- $5.76
---------------------------------------------------
Offer Price $4.05
---------------------------------------------------
</TABLE>
- ------------------------------
FY00 - FY03 estimates per Ansaldo Signal N.V. management as of February 11,
2000.
(a) Present values are discounted to December 31, 1999.
(b) Based on 2003 EBITDA of $71.3 million.
(c) Based on 20.4 million primary shares outstanding and estimated net debt of
$127.6 as of December 31, 1999 per Ansaldo Signal N.V. management as of
February 11, 2000.
Please see Appendix 4.
- --------------------------------------------------------------------------------
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<PAGE>
Valuation Summary Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Book Value Analysis
<TABLE>
<CAPTION>
Ansaldo Signal
($ in millions, except N.V. Harmon Trinity
per share amounts) ------------------- ABC- The Greenbrier Industries, Industries, RailWorks Wabtec
$2.33 $4.05 NACO Inc. Companies, Inc. Inc. Inc. Corporation Corporation
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Equity Value $ 47.6 $ 82.8 $171.6 $119.4 $153.2 $863.1 $157.7 $557.6
Book Value $104.7 $104.7 $ 88.0 $133.1 $ 97.7 $979.9 $129.3 $171.3
Tangible Book Value $ 70.0 $ 70.0 $ 67.4 NA $ 56.5 $914.9 (62.1) (107.3)
Equity Value / Book Value 0.46x 0.79x 1.95x 0.90x 1.57x 0.88x 1.22x 3.26x
Equity Value /
Tangible Book Value 0.68x 1.18x 2.54x NA 2.71x 0.94x NM NM
1999E EBITDA Margin 6.5% 6.5% 9.0% 12.2% 8.6%(a) 12.5% 12.0% 18.4%
</TABLE>
- ------------------------------
(a) LTM EBITDA margin.
Ansaldo FY99 estimate and December 31, 1999 balance sheet data per Ansaldo
Signal N.V. management as of February 11, 2000. Please see Appendix 4.
- --------------------------------------------------------------------------------
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Page 31
<PAGE>
Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Appendices
- --------------------------------------------------------------------------------
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Page 32
<PAGE>
Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Analysis of Publicly-Traded Comparable Companies
- --------------------------------------------------------------------------------
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Page 33
<PAGE>
Analysis of Comparable Companies Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Harmon
The Greenbrier Industries,
2/11/00 ABC-NACO Inc. Companies, Inc. Inc.
------------------- ------------------- -------------------
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- -------------------- ------------------- ------------------- -------------------
Company Description: Engineers, Supplies Designs and
- -------------------- manufactures and transportation manufactures
markets replacement equipment and electronic devices
products and services to the for the rail
original equipment railroad and related industries. Products
for the freight industries and include railroad
railroad and rail manufactures crossing warning
transit industries. railcars and marine systems, monitoring
The addition of NACO vessels. Also devices for
adds the manufacture provides repair and railcars, signal
of components and refurbishment for controls,
systems for the rail intermodal and centralized traffic
industry. conventional control systems, and
railcars. radio communications
equipment.
------------------- ------------------- -------------------
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Ticker Symbol: ABCR GBX HRMN
Most Recent Fiscal Quarter: 31-Oct-99 30-Nov-99 30-Sep-99
Fiscal Year End: 31-Jul-99 31-Aug-99 31-Dec-98
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance Sheet Data (a):
Cash & Equivalents (b) $ 3.2 $ 16.9 $ 7.2
Intangibles 20.6 NA 41.2
Total Assets 499.5 533.9 257.2
Total Debt (c) 253.1 216.2 78.7
Tangible Book Value 67.4 NA 56.5
Shareholders' Equity 88.0 133.1 97.7
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Total Market Capitalization:
Common Shares Outstanding 19.1 14.3 11.3
Options Outstanding 1.0 1.3 0.4
Average Exercise Price 14.54 13.00 14.93
Net Option Dilution 0.0 0.0 0.0
Common Shares Outstanding (d) 19.1 14.3 11.3
Share Price as of February 11, 2000 $ 9.00 $ 8.38 $13.50
Average Share Price $13.77 $11.51 $18.60
52 Week High $21.00 $12.50 $23.50
52 Week Low $ 7.31 $ 8.19 $ 8.28
------ ------ ------
Market Value of Common Stock $171.6 $119.4 $153.2
Total Debt (c) $253.1 $216.2 $ 78.7
Preferred Stock 0.0 0.0 0.0
Minority Interest 0.0 12.6 1.1
Cash & Equivalents (3.2) (16.9) (7.2)
------ ------ ------
Enterprise Value $421.5 $331.3 $225.8
====== ====== ======
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Trinity
Industries, RailWorks Wabtec
Inc. Corporation Corporation
- -------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C>
Company Description: Manufactures Provides integrated Manufactures air
- -------------------- transportation, rail system brakes and related
construction, and services. The equipment for
industrial products. Company's services locomotives, railway
Products include include track freight cars and
tank and freight construction and passenger transit
railcars, inland repair operations, vehicles. These
hopper and tank installation of products include
barges, highway communication and brake shoes,
guardrail and safety signaling systems, compressors, hand
products, ready-mix and related brakes, wheels,
concrete and other maintenance doors and
products. Also services. RailWorks connectors.
leases railcars and operates in the
other products. Unites States.
-------------------- -------------------- --------------------
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Ticker Symbol: TRN RWKS WAB
Most Recent Fiscal Quarter: 3-Dec-99 30-Sep-99 30-Sep-99
Fiscal Year End: 3-Mar-99 31-Dec-98 31-Dec-98
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance Sheet Data (a):
Cash & Equivalents (b) $ 7.8 $ 5.3 $ 15.4
Intangibles 65.0 191.4 278.5
Total Assets 1,654.4 525.5 1,014.8
Total Debt (c) 288.1 272.2 565.3
Tangible Book Value 914.9 (62.1) (107.3)
Shareholders' Equity 979.9 129.3 171.3
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Total Market Capitalization:
Common Shares Outstanding 39.5 14.3 43.3 (1)
Options Outstanding 2.1 0.0
Average Exercise Price 29.81 10.02
Net Option Dilution 0.0 0.0 0.0
Common Shares Outstanding (d) 39.5 14.3 43.3
Share Price as of February 11, 2000 $ 21.88 $11.06 $ 12.88
Average Share Price $ 32.70 $ 9.91 $ 20.26
52 Week High $ 37.50 $12.63 $ 25.94
52 Week Low $ 21.50 $ 7.88 $ 10.88
-------- ------ --------
Market Value of Common Stock $ 863.1 $157.7 $ 557.6
Total Debt (c) $ 288.1 $272.2 $ 565.3
Preferred Stock 0.0 0.0 0.0
Minority Interest 0.0 0.0 0.0
Cash & Equivalents (7.8) (5.3) (15.4)
-------- ------ --------
Enterprise Value $1,143.4 $424.7 $1,107.4
======== ====== ========
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pro forma for MotivePower acquisition.
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<PAGE>
Analysis of Comparable Companies Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
The Greenbrier Harmon Industries, Trinity RailWorks Wabtec
ABC-NACO Inc. Companies, Inc. Inc. Industries, Inc. Corporation Corporation
------------- --------------- ------------------ ---------------- ----------- -----------
Operating Data: (f) (g) (h) (k) (j)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
LTM Revenue $640.2 $611.5 $287.7 $2,869.3 $556.7 (l) $1,138.7
CY 1999 Revenue 624.3 608.6 NA 2,869.3 483.4 1,134.3
CY 2000 Revenue 727.0 703.7 NA 2,239.3 591.4 1,152.0
% Growth from
preceding year 16.5% 15.6% NA -22.0% 22.3% 1.6%
LTM EBITDA (e) 57.7 72.9 24.7 360.1 68.1 (l) 206.5
CY 1999 EBITDA 55.9 74.4 NA 360.1 58.0 208.4
% Margin 9.0% 12.2% NA 12.5% 12.0% 18.4%
CY 2000 EBITDA 83.7 84.8 NA 351.1 (i) 71.1 224.3
% Margin 11.5% 12.1% NA 15.7% 12.0% 19.5%
LTM EBIT 27.1 55.7 15.2 289.5 47.6 (l) 166.5
CY 1999 EBIT 25.2 55.8 NA 289.5 48.0 168.4
% Margin 4.0% 9.2% NA 10.1% 9.9% 14.8%
CY 2000 EBIT 52.2 65.0 NA 267.5 60.7 182.3
% Margin 7.2% 9.2% NA 11.9% 10.3% 15.8%
Earnings Per Share:
LTM $ 0.09 $ 1.12 $ 0.66 $ 4.17 $ 1.36 $ 1.88
CY 1999E $ (0.21) $ 1.18 $ 0.50 $ 4.17 $ 1.30 $ 1.76
CY 2000E $ 1.28 $ 1.02 $ 1.23 $ 3.52 $ 1.60 $ 1.98
CY 2001E $ 1.93 NA NA $ 3.05 NA $ 2.35
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
Analysis of Comparable Companies Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Harmon Trinity
The Greenbrier Industries, Industries, RailWorks Wabtec
ABC-NACO Inc. Companies, Inc. Inc. Inc. Corporation Corporation
------------- --------------- ---------- ---------- ----------- -----------
Valuation Multiples:
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enterprise Value/LTM Revenue 0.66 x 0.54 x 0.78 x 0.40 x 0.76 x 0.97 x
Enterprise Value/1999 Revenue 0.68 0.54 NA 0.40 0.88 0.98
Enterprise Value/2000 Revenue 0.58 0.47 NA 0.51 0.72 0.96
Enterprise Value/LTM EBITDA 7.3 x 4.5 x 9.1 x 3.2 x 6.2 x 5.4 x
Enterprise Value/1999 EBITDA 7.5 4.5 NA 3.2 7.3 5.3
Enterprise Value/2000 EBITDA 5.0 3.9 NA 3.3 6.0 4.9
Enterprise Value/LTM EBIT 15.6 x 6.0 x 14.8 x 3.9 x 8.9 x 6.7 x
Enterprise Value/1999 EBIT 16.7 5.9 NA 3.9 8.9 6.6
Enterprise Value/2000 EBIT 8.1 5.1 NA 4.3 7.0 6.1
Price/LTM EPS 98.7 x 7.5 x 20.5 x 5.2 x 8.1 x 6.8 x
Price/CY 1999E EPS NM 7.1 27.0 5.2 8.5 7.3
Price/CY 2000E EPS 7.0 8.2 11.0 6.2 6.9 6.5
Market Value of Common Stock/
Book Value 1.9 x 0.9 x 1.6 x 0.9 x 1.2 x 3.3 x
Market Value of Common Stock/ 2.5 NA 2.7 0.9 NM NM
Tangible Book Value
Total Debt/Total Market Cap 60.1% 65.3% 34.8% 25.2% 64.1% 51.0%
Total Debt/Market Value of Equity 147.5% 181.1% 51.3% 33.4% 172.6% 101.4%
Total Debt/Book Equity 287.6% 162.4% 80.5% 29.4% 210.5% 330.0%
Total Debt/Book Cap 74.2% 61.9% 44.6% 22.7% 67.8% 76.7%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
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<PAGE>
Analysis of Comparable Companies Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Statistical Calculations:
- --------------------------------------------------------------------------------
Median Mean High Low
------ ------ ------ ------
Enterprise Value/LTM Revenue 0.7 x 0.7 x 1.0 x 0.4 x
Enterprise Value/1999 Revenue 0.7 0.7 1.0 0.4
Enterprise Value/2000 Revenue 0.6 0.6 1.0 0.5
Enterprise Value/LTM EBITDA 5.8 x 6.0 x 9.1 x 3.2 x
Enterprise Value/1999 EBITDA 5.3 5.6 7.5 3.2
Enterprise Value/2000 EBITDA 4.9 4.6 6.0 3.3
Enterprise Value/LTM EBIT 7.8 x 9.3 x 15.6 x 3.9 x
Enterprise Value/1999 EBIT 6.6 8.4 16.7 3.9
Enterprise Value/2000 EBIT 6.1 6.1 8.1 4.3
Price/LTM EPS 7.8 24.5 98.7 5.2
Price/CY 1999E EPS 7.3 x 11.0 x 27.0 x 5.2 x
Price/CY 2000E EPS 7.0 x 7.6 x 11.0 x 6.2 x
Market Value of Common Stock/
Book Value 1.4 x 1.6 x 3.3 x 0.9 x
Market Value of Common Stock/ 2.5 2.1 2.7 0.9
Tangible Book Value
- --------------------------------------------------------------------------------
Notes:
(a) As of the latest public filing.
(b) Cash & equivalents includes short-term investments and marketable
securities.
(c) Total debt represents long term debt plus current portion of long
term debt, short term debt and minority interests.
(d) Represents number of fully diluted shares outstanding as per latest
public filing with exercisable options converted via the Treasury
method.
(e) Depreciation and amortization are LTM as of the latest public filing
except Wabtec (assumed 1999FYE depreciation and amortization per ING
Barings research dated February 2000).
(f) FY1999 excludes merger and other restructuring charges of $21.9
million, extraordinary items totaling $3.2 million and accounting
charges of $1.6 million in 3 mos. ended 10/31/98.
(g) Excludes extraordinary charge of $0.9 million after-tax and gain on
sales of equipment totaling $5.9 million in FY1999 and gain of $2.6
million in 3 mos. ended 11/30/98.
(h) Balance sheet data from form 10-Q dated 9/30/99. Excludes gain on
sales totaling $5.0 million. Depreciation and amortization for LTM
period estimated on FY1999 margins.
(i) Assumes 2000FYE depreciation per Robert Baird research.
(j) Pro forma for MotivePower acquisition. LTM results through 9/30/99.
(k) Pro Forma results per form 8-K dated 11/5/99. Forward estimates from
Deutsche Banc Alex. Brown research December 1, 1999.
(l) Pro forma for multiple acquisitions per form 8-K dated 11/19/99.
Sources for Forward Estimates:
- --------------------------------------------------------------------------------
Forward estimates calendarized based on ING Barings research as of January 26,
2000 unless otherwise noted.
Trinity Industries estimates based on Baird research report as of October 22,
1999. CY2000 EBITDA based on FY2000 depreciation projection.
RailWorks Corporation estimates based on a Deutsche Banc Alex. Brown research
report dated December 1, 1999.
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<PAGE>
Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Analysis of Comparable M&A Transactions
- --------------------------------------------------------------------------------
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<PAGE>
Analysis of Comparable M&A Transactions Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Firm Value/
Date Firm Value --------------------------- Eq. Value/
Announced Target Name Acquiror Name ($ mil) Sales EBITDA EBIT Book Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
12/3/99 Union Pacific RR-Locomotive CAE Vanguard NA
11/17/99 Diversified Diemakers Inc Intermet Corp NA
10/21/99 Texas Rail Inc Trinity Industries Inc NA
9/27/99 MotivePower Industries, Inc. Westinghouse Air Brake Co. $458.5 1.15 x 7.3 x 9.3x 1.70 x
5/18/99 Varlen Corp AMSTED Industries Inc 808.5(1) 1.20 7.4 9.7 2.93
5/11/99 Johnstown America-Freight Car Rabbit Hill Holdings, Inc. 164.4(2) 0.31 4.2(2) 5.0(2) NA
4/29/99 Imperial Group, Inc. Transportation Technologies
Industries,Inc 60.1 0.42(3) 6.3(3) 6.7(3) 0.98
3/22/99 DJR Inc Harmon Industries Inc NA
1/14/99 Q-Tron Ltd. MotivePower Industries Inc. 14.0 1.40 NA NA NA
1/5/99 Dynamic Corporation Varlen Corporation NA
12/21/98 G&G Locotronics MotivePower Industries Inc. 18.0 1.00 6.0 NA NA
11/3/98 Comet Industries (Service
Centers) Westinghouse Air Brake Company 13.0 0.68 NA NA NA
10/8/98 McConway & Torley Trinity Industries Inc. 80.0 1.00 NA NA NA
7/16/98 SES Co. Inc. Harmon Industries 12.2 0.88 NA NA NA
9/17/98 ABC Rail Products Corporation NACO, Inc. 276.9(4) 0.87 8.9 14.9 1.43
9/3/98 Young Radiator Co. MotivePower Industries Inc. 70.5 1.41 7.0 NA 2.74
6/15/98 All-Track Equipment Progress Rail Services Corp. NA
8/18/98 Rockwell's Railroad Electronics Westinghouse Air Brake Company 80.0 1.80 NA 12.0 NA
8/7/98 Lokring Corporation Westinghouse Air Brake Company 6.5 0.65 NA NA NA
6/22/98 Lincoln Industries Corp. Progress Rail Services Corp. NA
5/7/98 Amarillo Railcar Services Progress Rail Services Corp. NA
6/2/98 Blue Industrial Group Progress Rail Services Corp. NA
4/7/98 RFS (E) Limited Westinghouse Air Brake Company 10.0 0.36 NA NA NA
3/9/98 Fabryka Wagonow PAFAWAG Ltd The Greenbrier Companies 13.3 NA NA NA NA
2/3/98 Transit & Rail Systems
Engineering ABC Rail Products Corporation NA
2/2/98 Pandrol Jackson - Charter plc. Harsco Corporation 71.0 1.00 NA NA NA
1/29/98 CSS Inc. Harmon Industries 1.4 NA NA NA NA
1/1/98 Sringfield Railway Services Trinity Industries NA
----------------------------------------------------
Median 1.00 x 7.0 x 9.5 x 1.70 x
High 1.80 8.9 14.9 2.93
Low 0.31 4.2 5.0 0.98
----------------------------------------------------
</TABLE>
Source: Securities Data Company, Company public filings, press releases and news
reports.
(1) Based on revised offer price of $42/share dated August 1, 1999. Initial
offer of $35/ share.
(2) Purchase of equity consisted of $100 million in cash, $20 million
contingent payment and a 20% equity interest in the newly formed Johnstown
America Corp.
Excludes favorable settlement of litigation of $16.8 million.
(3) Represents EBITA. Depreciation amount not available. Adjusted to exclude
non-recurring items. A strike at a major customer reduced revenues by
approximately $7.5 million and start up costs reduced EBIT by
approximately $4.3 million.
(4) Based on 9.4 million shares issued per form 8-K dated February 19, 1999.
- --------------------------------------------------------------------------------
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<PAGE>
Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Discounted Cash Flow Analysis
- --------------------------------------------------------------------------------
ING [LOGO] BARINGS
Page 40
<PAGE>
Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Discounted Cash Flow Analysis
- --------------------------------------------------------------------------------
ING [LOGO] BARINGS
Projected Cash Flows
($ in millions except per share data)
<TABLE>
<CAPTION>
Projected (1) CAGR
---------------------------------------------------------------
Fiscal Year End December 31, 2000 2001 2002 2003 00-03
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Revenues $ 385.1 $ 435.1 $ 472.7 $ 522.1 10.7%
% Growth 11.5% 13.0% 8.7% 10.4%
EBITDA 31.7 44.7 59.1 71.3
% of Revenues 8.2% 10.3% 12.5% 13.7%
EBIT 21.5 33.1 47.3 58.7
% of Revenues 5.6% 7.6% 10.0% 11.2%
Less: Taxes (18.5) (17.3) (23.0) (27.4)
-------------------------------------------------
Unlevered Net Income 3.1 15.8 24.3 31.3
Plus: Depreciation and Amortization 10.2 11.5 11.8 12.7
% of Revenues 2.6% 2.6% 2.5% 2.4%
Less: Capital Expenditures (2) (10.2) (11.5) (11.8) (12.7)
% of Revenues 2.6% 2.6% 2.5% 2.4%
Less: Increase in Working Capital (48.8) 3.3 (15.7) (13.7)
Less: Increase in Other Assets / Liabilities 3.0 (1.8) 2.4 2.0
-------------------------------------------------
Unlevered Free Cash Flow ($ 42.7) $ 17.3 $ 11.0 $ 19.6
=================================================
</TABLE>
Discounted Cash Flow Valuation Analysis
<TABLE>
<CAPTION>
Discount Rate 12.0% 13.0%
--------------------------------- ---------------------------------
Terminal EBITDA Multiple 4.5x 5.0x 5.5x 4.5x 5.0x 5.5x
<S> <C> <C> <C> <C> <C> <C>
2003 EBITDA $ 71.3 $ 71.3 $ 71.3 $ 71.3 $ 71.3 $ 71.3
PV Terminal Value 204.0 226.7 249.4 196.9 218.8 240.7
PV Free Cash Flows (3) (4.1) (4.1) (4.1) (4.6) (4.6) (4.6)
--------------------------------- ---------------------------------
Implied Enterprise Value $ 200.0 $ 222.6 $ 245.3 $ 192.3 $ 214.2 $ 236.1
================================= =================================
Less Net Debt (4) ($127.6) ($127.6) ($127.6) ($127.6) ($127.6) ($127.6)
--------------------------------- ---------------------------------
Equity Value $ 72.4 $ 95.0 $ 117.7 $ 64.7 $ 86.6 $ 108.4
Fully Diluted Shares Outstanding (mm) (5) 20.4 20.4 20.4 20.4 20.4 20.4
--------------------------------- ---------------------------------
Equity Value Per Share $ 3.54 $ 4.65 $ 5.76 $ 3.16 $ 4.23 $ 5.30
================================= =================================
<CAPTION>
Discount Rate 14.0%
---------------------------------
Terminal EBITDA Multiple 4.5x 5.0x 5.5x
<S> <C> <C> <C>
2003 EBITDA $ 71.3 $ 71.3 $ 71.3
PV Terminal Value 190.1 211.2 232.3
PV Free Cash Flows (3) (5.1) (5.1) (5.1)
---------------------------------
Implied Enterprise Value $ 185.0 $ 206.1 $ 227.2
=================================
Less Net Debt (4) ($127.6) ($127.6) ($127.6)
---------------------------------
Equity Value $ 57.4 $ 78.5 $ 99.6
Fully Diluted Shares Outstanding (mm) (5) 20.4 20.4 20.4
---------------------------------
Equity Value Per Share $ 2.80 $ 3.84 $ 4.87
=================================
</TABLE>
- ----------
Company statistics exclude all non-recurring items.
(1) FY00 - FY03 estimates per Ansaldo Signal N.V. management as of February
11, 2000. Please see Appendix 4.
(2) CAPEX for FY00 - FY03 set equal to depreciation and amortization.
(3) Present values are discounted to December 31, 1999.
(4) Estimated net debt as of December 31, 1999 per Ansaldo Signal N.V.
management as of February 11, 2000. Please see Appendix 4.
(5) Fully diluted shares outstanding.
- --------------------------------------------------------------------------------
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<PAGE>
Discounted Cash Flow Analysis Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Weighted Average Cost of Capital Analysis
- --------------------------------------------------------------------------------
Assumptions:
Tax Rate: 40.0%
Risk Free Rate (1): 6.3%
Equity Risk Premium (2): 10.6%
Pre-Tax Cost of Debt (3): 9.5%
Debt (Market Value): $ 1,673.6
Levered Beta (4): 0.98
Equity (Market Value on 2/11/00): $ 2,022.6
Cost of Equity (5): 16.7%
- --------------------------------------------------------------------------------
WACC (6): 11.7%
- --------------------------------------------------------------------------------
(1) Yield on 30-year US Treasury Bond @ 2/11/00.
(2) The average historic spread between the return on stocks and T bonds
(8.0%) plus low-capitalization premium (2.6%) from Ibbotson Associates.
(3) Pre-tax cost of debt of comparable companies.
(4) Averaged Levered Beta of comparable companies.
(5) Cost of Equity: Risk Free Rate + (Levered Beta * Equity Risk Premium)
(6) WACC: [Return on Debt * (1-Tax Rate)*(Debt/Debt+Equity)]+[Return on
Equity*(Equity/Debt+Equity)].
- --------------------------------------------------------------------------------
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Page 42
<PAGE>
Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Management Projections
- --------------------------------------------------------------------------------
ING [LOGO] BARINGS
Page 43
<PAGE>
[ING BARINGS logo]
John F. O'Hare
Vice President
(212) 409-6262 (Direct)
(212) 409-6164 (Fax)
Via Facsimile
February 11, 2000
Mr. Franco Cerioli
Chief Financial Officer
Ansaldo Signal N.V.
Via Argine 425
80147 Napoli
Italy
Dear Franco:
Attached is the historical and projected financial information that we are using
for the purpose of determining the fairness from a financial point of view, of
the consideration to be offered to the minority shareholders of Ansaldo Signal
N.V. pursuant to a proposed cash tender offer by Ansaldo Trasporti S.p.A.
It is our understanding that the historical financial information is accurate in
all material respects and that the projections reflect the best current
judgement of management of Ansaldo Signal N.V.
Please confirm the above statements to be true by noting on this page and faxing
the entire package back to us.
If you have any questions, please feel free to telephone me at the above number.
Thank you very much.
Sincerely,
/s/ John F. O'Hare
Based on the information available to me as of today
Confirmed and Agreed.
/s/ Franco Cerioli
----------------------------
Name: Franco Cerioli
Title: Acting CFO
Attachment
[letterhead]
<PAGE>
Additional Financial Information
Common Shares outstanding as of February 2, 2000: 20,448,750
Options outstanding with exercise price less than 0
$5.00 as of February 2, 2000:
<PAGE>
Financial Overview Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Summary Income Statement
o FY 1999 - FY 2003 projections are per Ansaldo management and have not been
adjusted by ING Barings.
- A detailed breakout of pro forma adjustments is shown on the
following page.
<TABLE>
<CAPTION>
Years Ending December 31,
-----------------------------------------------------------------------------------------------------
Historical (a) Projected (c)
------------------------------- LTM (b) ------------------------------------------------------
($ in millions) 1996 1997 1998 09/30/99 1999 2000 2001 2002 2003
------ ------ ------ -------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $353.5 $318.2 $354.5 $358.1 $345.3 $385.1 $435.1 $472.7 $522.1
% growth -- (10.0%) 11.4% -- (2.6%) 11.5% 13.0% 8.7% 10.4%
GAAP EBITDA ($24.0) $7.7 $34.2 $29.7 $24.7 $31.0 $44.7 $59.1 $71.3
% of sales NM 2.4% 9.6% 8.3% 7.1% 8.1% 10.3% 12.5% 13.7%
Pro Forma Adjustments $40.5 $9.4 ($2.4) ($2.2) ($2.2) $0.7 $0.0 $0.0 $0.0
Pro Forma EBITDA $16.5 $17.0 $31.8 $27.5 $22.5 $31.7 $44.7 $59.1 $71.3
% of sales 4.7% 5.3% 9.0% 7.7% 6.5% 8.2% 10.3% 12.5% 13.7%
D&A $11.4 $11.5 $10.0 $9.9 $9.9 $10.2 $11.5 $11.8 $12.7
% of sales 3.2% 3.6% 2.8% 2.8% 2.9% 2.6% 2.6% 2.5% 2.4%
Pro Forma EBIT $5.1 $5.5 $21.9 $17.7 $12.5 $21.5 $33.1 $47.3 $58.7
% of sales 1.5% 1.7% 6.2% 4.9% 3.6% 5.6% 7.6% 10.0% 11.2%
Net Interest Expense $6.1 $8.8 $10.3 $10.2 $11.4 $10.8 $9.7 $9.4 $8.6
% of sales 1.7% 2.8% 2.9% 2.8% 3.3% 2.8% 2.2% 2.0% 1.6%
Tax Expense (Benefit) $1.1 $3.8 $6.3 $4.1 $1.1 $9.2 $12.2 $18.5 $23.4
Effective rate NM NM 55.1% 55.0% 96.0% 85.8% 52.2% 48.7% 46.7%
Minority Interest ($0.1) $0.1 ($0.1) ($0.1) ($0.3) ($0.2) $0.0 $0.0 $0.0
% of sales NM 0.0% NM NM NM NM 0.0% 0.0% 0.0%
Pro Forma Net Income ($2.2) ($7.1) $5.1 $3.2 ($0.3) $1.4 $11.2 $19.5 $26.7
% growth -- NM NM -- NM NM 730.5% 73.6% 36.9%
Diluted EPS ($0.11) ($0.35) $0.25 $0.16 ($0.01) $0.07 $0.55 $0.95 $1.30
% growth -- NM NM -- NM NM 730.5% 73.6% 36.9%
</TABLE>
- ------------------------------
(a) As per Form 20-F dated December 31, 1998.
(b) As per press release dated December 14, 1999.
(c) FY99 and FY00-03 estimates as per Ansaldo Signal N.V. management as of
February 7, 2000 and January 10, 2000 respectively.
- --------------------------------------------------------------------------------
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<PAGE>
Financial Overview Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Reconciliation of Financial Data
<TABLE>
<CAPTION>
1996 1997 1998 LTM 1999 2000 2001 2002 2003
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GAAP EBIT ($35.4) ($3.9) $24.2 $19.9 $14.7 $20.8 $33.1 $47.3 $58.7
Non-Recurring Expenses (Income):
Write off of in-process R&D (a) 15.1 -- -- -- -- -- -- -- --
Reorganization charge (b) 17.3 -- -- -- -- -- -- -- --
MBTA contract adjustment (c) 7.1 11.0 -- -- -- -- -- -- --
Reversal of CSEE costs (d) -- (1.6) -- -- -- -- -- -- --
Gain on sale of patents (e) -- (1.4) -- (2.6) (2.6) -- -- -- --
Accounting adjustment (f) -- 1.4 -- -- -- -- -- -- --
Refinancing of Pittsburgh building (g) -- -- (1.0) -- -- -- -- -- --
French loan forgiveness (h) -- -- (1.4) -- -- -- -- -- --
Reserve release (i) -- -- -- (0.6) (0.6) -- -- -- --
Other non-recurring charges (j) 1.0 -- -- 1.0 1.0 0.7 -- -- --
---------------------------------------------------------------------------
Total Adjustments $40.5 $9.4 ($2.4) ($2.2) ($2.2) $0.7 $0.0 $0.0 $0.0
Pro Forma EBIT $5.1 $5.5 $21.9 $17.7 $12.5 $21.5 $33.1 $47.3 $58.7
===========================================================================
</TABLE>
Adjustments:
(a) Adjusts for write-off of in-process research & development.
(b) Adjusts for reorganization charges associated with the acquisition of the
remaining 51% interest in CSEE in 1996.
(c) Adjusts for MBTA contract.
(d) Adjusts for reversal of accrued reorganization costs charged in 1996
associated with CSEE acquisition.
(e) Adjusts for gain on sale of patents in 1997 and for a gain on sale of the
Automatic Block License in 1999.
(f) Adjustment for accounting of ceded contracts.
(g) Adjusts for gain from June 1998 restructuring of the financing of US&S
building in Pittsburgh.
(h) Adjusts for forgiveness of a research and development grant by the French
government.
(i) Adjustment for release of reserve.
(j) Adjusts for reclassification of an estimated $1.0 million
government-related labor expense to tax expense in 1996 and a $1.0 million
and $0.7 million charge for bad debts and WIP accruals in 1999 and 2000,
respectively.
- ------------------------------
Source: Ansaldo Signal N.V. management as of January 10, 2000 and February 7,
2000.
- --------------------------------------------------------------------------------
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<PAGE>
Financial Overview Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Capitalization
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
12/31/98 9/30/99
----------------- -----------------
Amount % Rate Amount % Rate
------- ------ ------- ------
<S> <C> <C> <C> <C>
Short-term Borrowings and Capital Lease Obligations
Borrowings from Cofiri S.p.A $50.0 6.63% $48.0 6.01%
Borrowings from ATR 0.0 NA 17.4 6.55%
Borrowings, in Italy by ASF under various agreements with several banks 14.7 7.38% 15.6 4.64%
Borrowings under various lines of credit - USS 0.0 NA 21.4 8.00%
Borrowings under various lines of credit - Other 10.5 4.43% 23.6 5.52%
Current portion of obligations under capital leases 0.2 NA 0.1 NA
------ ------
$75.4 $126.1
Long-term Borrowings and Capital Leases
Ansaldo Segnalamento Ferroviario S.p.A. Notes $16.9 4.10% $15.5 3.50%
Union Switch & Signal Senior Notes 25.7 8.00% 0.0 NA
Union Switch & Signal long-term obligations under capital leases 2.0 NA 0.0 NA
CSEE long-term obligations under capital leases 0.0 NA 1.7 NA
------ ------
$44.6 $17.2
Borrowings from Controlling Shareholder (ATR)
Borrowings by the Company $17.9 7.00% $0.0 NA
Borrowings by ASF 5.2 6.38% 0.0 NA
Borrowings by ATSS (non-interest bearing) 1.9 0.00% 1.9 0.00%
Borrowings by ATSS 1.2 2.00% 1.2 1.00%
Other 0.0 NA 2.5 5.52%
------ ------
$26.3 $5.6
Total Debt $146.3 $148.9
</TABLE>
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<PAGE>
Financial Overview Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Summary Balance Sheet
($ in millions)
-------- ------------
12/31/98 12/31/99E(a)
-------- ------------
Assets:
Cash and marketable securities $12.9 $32.7
Net accounts receivable 104.6 100.8
Accounts receivable from parent and affiliates 10.1 1.5
Inventories 49.3 46.1
Costs in excess of billings 182.3 199.7
Deferred income taxes 6.8 0.0
Prepaid expenses and other current assets 13.8 19.5
-------- ------------
Total current assets $379.8 $400.4
Contract retentions receivable 11.3 7.2
Net property, plant and equipment 33.7 28.1
Net intangible assets 33.7 34.7
Deferred income taxes 9.3 0.0
Other assets 4.8 12.2
-------- ------------
Total assets $472.6 $482.6
======== ============
-------- ------------
12/31/98 12/31/99E(a)
-------- ------------
Liabilities:
Short term debt and current $75.4 $139.4
obligations under capital leases
Accounts payable 91.6 112.2
Accounts payable - parent and affiliates 5.0 2.5
Accrued liabilities 28.0 27.1
Accrued reorganization costs 2.3 0.0
Billings in excess of costs 53.1 47.9
Current portion of long term debt 4.3 0.0
-------- ------------
Total Current Liabilities $259.6 $329.2
Employee benefit obligations 22.5 0.0
Deferred income taxes 0.6 0.0
Other liabilities 10.8 27.8
Long term debt and obligations under capital leases 40.3 17.9
Long term debt from parent 26.3 3.0
-------- ------------
Total liabilities $360.2 $377.9
Total shareholders' equity 112.4 104.7
-------- ------------
Total liabilities and shareholders' equity $472.6 $482.6
======== ============
(a) As per Ansaldo Signal N.V. management as of February 7, 2000.
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<PAGE>
Financial Overview Ansaldo Signal N.V.
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Summary Cash Flow
($ in millions)
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1996 1997 1998
------ ------ ------
<S> <C> <C> <C>
Cash flows from operating activities:
Net Income (loss) ($38.9) ($12.7) $6.5
Depreciation and amortization 11.4 11.5 10.0
Deferred income taxes (2.3) 3.9 3.4
Gain on sale of fixed assets -- -- (1.0)
Acquired in process research and development 15.1 -- --
Changes in:
Working Capital (9.2) 4.0 (8.6)
Contracts - net (a) (13.5) (21.1) (29.2)
Accrued reorganization costs 16.6 (12.4) (1.9)
------ ------ ------
Net cash used in operating activities ($20.8) ($26.8) ($20.8)
Cash flows from investing activities:
Proceeds from sale of fixed assets and investments in affiliates -- -- 12.7
Capital expenditures and acquisitions (2.6) (7.1) (3.2)
Purchase of intangibles and other noncurrent assets (0.6) (0.3) (3.5)
------ ------ ------
Net cash provided by (used in) investing activities ($3.2) ($7.5) $6.1
Cash flows from financing activities:
Net proceeds from borrowing 54.5 34.6 52.5
Payments on borrowing and capital leases (22.6) (5.8) (29.1)
------ ------ ------
Net cash provided by financing activities $31.9 $28.8 $23.4
Effects of exchange rate changes on cash (0.1) (1.0) (0.3)
------ ------ ------
Net increase (decrease) in cash and cash equivalents $7.8 ($6.6) $8.4
Cash and cash equivalents at beginning of period 3.3 11.1 4.5
------ ------ ------
Cash and cash equivalents at end of period $11.1 $4.5 $12.9
====== ====== ======
</TABLE>
- ------------------------------
Source: Ansaldo Signal N.V. management as of February 3, 2000.
Projected cash flow not available in comparable format.
(a) Includes costs and estimated earnings in excess of billings on uncompleted
contracts, contract retentions receivable, billings in excess of costs and
estimated earnings on uncompleted contracts and contract retentions
payable.
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<PAGE>
Financial Overview Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Ownership
(shares in thousands) Total Shares % of Total
------------ ----------
Majority Shareholder
Ansaldo Trasporti S.p.A 16,711.3 81.7%
Public Ownership 3,737.5 18.3%
-------- -----
Total Shares Outstanding 20,448.8 100.0%
======== =====
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As per Ansaldo Signal N.V. management as of February 11, 2000.
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<PAGE>
Ansaldo Signal N.V.
- --------------------------------------------------------------------------------
Opinion Letter
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<PAGE>
[LETTERHEAD OF ING BARINGS]
(212) 409-1000
February 17, 2000
Special Committee of the Board of Directors
Ansaldo Signal N.V.
Schiphol Boulevard 267
1118 BH Schiphol
The Netherlands
Attention: Mr. Lawrence W. Rosenfeld
Mr. Mark V. Santo
Gentlemen:
We understand that Ansaldo Trasporti S.p.A. ("Ansaldo Trasporti") has
made a proposal to acquire the remaining 3,737,500 of outstanding common shares
(the "Common Shares") of Ansaldo Signal N.V. ("Ansaldo" or the "Company")
currently held by public shareholders (the "Minority Shareholders") at a price
per share of $4.05 pursuant to a proposed cash tender offer (the "Proposed
Transaction"). You have requested our opinion, as investment bankers, as to the
fairness, from a financial point of view, of the consideration to be offered to
the Minority Shareholders of Ansaldo.
In conducting our analysis and arriving at our opinion as expressed
herein, we have reviewed and analyzed, among other things, the following:
(i) the draft Offer to Purchase for cash all outstanding common shares
of Ansaldo at $4.05 per share by Ansaldo Trasporti, dated February 17, 2000;
(ii) the letter from Ansaldo Trasporti dated January 24, 2000
outlining the Proposed Transaction, which was filed with the Securities and
Exchange Commission on January 25, 2000 in the Company's Report on Form 6-K;
(iii) the Company's Annual Reports on Form 20-F for each of the fiscal
years ended December 31, 1996, December 31, 1997, and December 31, 1998 and the
Company's nine month results ended September 30, 1999 per a press release dated
December 14, 1999;
(iv) certain other publicly available information concerning the
Company and the trading market for the Common Shares;
(v) certain internal information and other data relating to the
Company, its business and prospects, including forecasts and projections,
provided to us by management of the Company;
(vi) certain publicly available information concerning certain other
companies engaged in businesses which we believe to be generally comparable to
the Company and the trading markets for certain of such other companies'
securities; and
<PAGE>
[LOGO]
Special Committee of the Board of Directors
Ansaldo Signal N.V.
February 17, 2000
Page 2
(vii) the financial terms of certain recent business combinations which
we believe to be relevant.
We also interviewed certain officers and employees of the Company concerning its
business and operations, assets, present condition and prospects and undertook
such other studies, analyses and investigations as we deemed appropriate.
In arriving at our opinion, we have assumed and relied upon the
accuracy and completeness of the financial and other information used by us and
have not attempted independently to verify such information, nor do we assume
any responsibility to do so. We have assumed that the Company's forecasts and
projections provided to or reviewed by us have been reasonably prepared based on
the best current estimates and judgment of the Company's management as to the
future financial condition and results of operations of the Company. We have not
conducted a physical inspection of the properties and facilities of the Company,
nor have we made or obtained any independent evaluation or appraisal of such
properties and facilities. We have also taken into account our assessment of
general economic, market and financial conditions and our experience in similar
transactions, as well as our experience in securities valuation in general. Our
opinion necessarily is based upon economic, market, financial and other
conditions as they exist and can be evaluated on the date hereof and we assume
no responsibility to update or revise our opinion based upon events or
circumstances occurring after the date hereof. We reserve, however, the right
to withdraw, revise or modify our opinion based upon additional information
which may be provided to or obtained by us, which suggests, in our judgment, a
material change in the assumptions upon which our opinion is based.
This opinion does not address the Company's underlying business
decision to approve the Proposed Transaction or constitute a recommendation to
the Minority Shareholders as to whether the Minority Shareholders should accept
the tender offer constituting the Proposed Transaction or as to any other action
such Minority Shareholders should take regarding the Proposed Transaction. This
letter and the opinion expressed herein are for the use of the Special Committee
of the Board of Directors of the Company, as well as the Company's Management
Board and Supervisory Board. This opinion may not be reproduced, summarized,
excerpted from or otherwise publicly referred to or disclosed in any manner
without our prior written consent, except the Company may include this opinion
in its entirety in any information statement relating to the transaction sent to
the Company's shareholders.
Based upon and subject to the foregoing, it is our opinion as
investment bankers that the consideration to be offered to the Minority
Shareholders in the Proposed Transaction is fair, from a financial point of
view, to such holders.
Very truly yours,
/s/ ING Barings LLC
ING BARINGS LLC
