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Filed by Cybex Computer Products Corporation
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Companies: Apex Inc. (Commission File No. 000-21959); and
Aegean Sea Inc. (no Commission File No.)
MERGER OF CYBEX AND APEX
[Logos of Cybex and Apex]
JOINING FORCES TO CREATE A
LEADER IN THE INTERNET INFRASTRUCTURE
MARKET
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TRANSACTION HIGHLIGHTS
- - Cybex and Apex will merge in a stock-for-stock transaction based on a fixed
exchange ratio
- - Cybex shareholders to receive 1.0 share of the combined company for each Cybex
share
- - Apex shareholders to receive 1.0905 shares of the combined company for each
Apex share
- - Pro forma ownership -- 55% APEX, 45% Cybex
- - Transaction valued at $2,080 million
- - Expected to close no later than 3rd quarter of 2000
- - Purchase accounting with Apex considered the acquiror for accounting
purposes
- - Modestly accretive to 2000 earnings before goodwill
- - 1999 revenue of $216 million for combined company
- - Headquartered in Huntsville, Alabama with West Coast operations in Redmond,
WA, and International operations in Shannon, Ireland
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THE TEAM
- - Integration of management teams enhance depth and breadth of experience
<TABLE>
<CAPTION>
MANAGEMENT BOARD OF DIRECTORS
<S> <C>
- -- Steve Thornton - Chairman and CEO -- Three Cybex members
- -- Dusty Pritchett - SVP, Finance and CFO -- Three APEX members
- -- Barry Harmon - SVP, West Coast Operations -- Nationally prominent person to be added
as an outside director
- -- Sam Saracino - SVP, General Counsel
- -- Gary Johnson - SVP, Sales & Marketing
- -- Doyle Weeks - SVP, Corporate Development
- -- Members of both teams expected to hold
other key positions
</TABLE>
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FINANCIAL SUMMARY COMPARISON
<TABLE>
<CAPTION>
2000E FINANCIALS CYBEX(A) APEX(A)
-------- -------
<S> <C> <C>
Revenue $109 $107
99/98 Revenue CAGR 43% 42%
Gross Margin 54% 47%
EBIT $27 $ 29
Operating Margin 25% 27%
Net Income $19 $ 21
2000E P/E(a) 35x 35x
No. of Employees 360 110
Market Capitalization (b) $939 $ 831
Core Competency High-end, Entry Level Mid-market
Reseller Channel OEM Channel
(a) 2000 Projections are based on Wall Street estimates.
(b) As of March 7, 2000
</TABLE>
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CONSISTENT GROWTH AND PROFITABILITY STORY
[GRAPHIC-depicting operating results
(revenue and earnings per share)
for Cybex and Apex in graphical format for
1997, 1998 and 1999 and projected for 2000]
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MERGER COMBINE STOCKS THAT
HAVE EXPERIENCED STRONG MOMENTUM
[GRAPHIC depicting historical stock prices for
Cybex, Apex and the Nasdaq Stock Market from
3/5/99 to 3/7/00 (as overlayed line graphs)]
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HISTORICAL STOCK EXCHANGE RATIO
[GRAPHIC depicting the historical intrinsic
exchange ratio between Apex and Cybex stock
based on historical stock prices from
3/8/99 to 3/7/00 (shown as a line graph),
overlayed against the exchange ratio fixed
in the merger agreement (1.0905) and the one-year
average of the intrinsic exchange ratio (1.14)]
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STRATEGIC FIT --
RESEARCH & DEVELOPMENT
- - Leading R&D platform with broader resources and faster time-to-market product
cycles
- - Consolidation of intellectual property assets in OnScreen Display, Cat 5
extension, remote access and video processing
- - Elimination of duplicative efforts to focus on next-generation Web
infrastructure technologies
- - Combination of staff and talent should bring fresh ideas to both product lines
- - Elimination of litigation costs
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STRATEGIC FIT -- HIGHLY
COMPLEMENTARY DISTRIBUTION MODEL
[GRAPHIC, depicting two overlapping circles
representing a small area of overlap
between Apex's OEM sales model and
Cybex's direct sales model]
CHANNEL BREAKDOWN
<TABLE>
<CAPTION>
CYBEX APEX COMBINED
----- ---- --------
<S> <C> <C> <C>
OEM 31% 65% 48%
Branded 69 35 52
</TABLE>
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TOP-TIER CUSTOMER BASE
[GRAPHIC showing labels for Compaq,
Hewlett Packard, IBM, AOL, Gateway, 3Com,
Dell, DoubleClick, Siemens, amazon.com and Microsoft]
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STRATEGIC FIT -- CUSTOMER AND CHANNEL COMBINATION
- Broad based vendor of next-generation server management
solutions
- Well-balanced distribution model (OEM and branded)
- Significant cross-selling and incremental revenue
opportunities
- Extended sales, marketing and support services
- Larger, combined company to attract an increasing number of
customers in multiple high-growth market segments
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STRATEGIC FIT --
CREATING END-TO-END SOLUTION OFFERINGS
[GRAPHIC depicting a matrix showing
Cybex's and Apex's presences in the
markets for high-end, mid-level
and entry level solutions, with
Cybex having a strong presence in
high-end and entry level and Apex
having a strong presence in mid-level]
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STRATEGIC FIT --
PRODUCT COMBINATION
- Web hosting and data enter markets require powerful, scalable
switching solutions to manage and control an increasing number
of servers and network devices
- Uniquely positioned to develop a leading-edge,
superior market solution to address growing market
opportunity
- Companies have highly complementary product lines
- Integrating high-end with mid-market expertise
- Both companies have leading market position in all three
market segments of the KVM switching market
- Broader product portfolio reduces market risk and diversifies
revenue sources
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GLOBAL REACH
[GRAPHIC depicting a map of the
world and showing Apex's and Cybex's
geographic locations]
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STRATEGIC FIT --
OPERATIONS AND GEOGRAPHY
- Extension of international footprint
- Significant operating synergies
-- Reduce components and outsourcing costs
-- Consolidation of certain operating infrastructures,
specifically redundant accounting and administrative
functions
-- Enhance tax position through shifting Apex's European sales
to Shannon, Ireland
-- Better positioned to create global deals with large systems
integrators
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EVOLVING SERVER SWITCHING MARKET OPPORTUNITY
[GRAPHIC depicting the evolution of
server switching market opportunity,
showing the transition to client/server
environments around 1990; rapid adoption
of high-speed PC's and servers around
1995; database management transaction
servers around 1998-1999; and web-hosting,
ASPs and server forms around 1999-2000.]
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WEB INFRASTRUCTURE MARKET OPPORTUNITY
- According to IDC, the Web hosting market is expected to grow
from $400 million in 1998 to over $10.7 billion in 2003
-- Mission critical e-commerce platforms require robust, high-end
switching and connectivity solutions
- - Console switching solutions reduce total cost of ownership and simplify
network management
- - The mergers facilitates the development and roll out of a new generation web
hosting and ASP switching solutions
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WEB INFRASTRUCTURE MARKET OPPORTUNITY
[GRAPHIC (A) depicting the growth in
worldwide webhosting revenues from
1997-2002 (with increases of 86%, 92%, 104%, 102%
and 94% in 1998, 1999, 2000, 2001 and 2002) and (B) depicting the
growth in worldwide ASP provider spending from
1997-2002 (with increases of 425%, 551%, 71%, 124%, 97%
and 77% in 1997, 1998, 1999, 2000, 2001 and 2002.)]
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STRATEGIC INITIATIVES/GOALS
- - The merger helps to further both companies' efforts to:
-- Broaden OEM relationships
-- Expand channel presence for branded products
-- Build European distribution infrastructure
-- Extend technology and product leadership
-- Accelerate sales growth
APEX, ITS OFFICERS AND DIRECTORS AND THE NEW PARENT COMPANY IN THE PROPOSED
MERGER MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM
APEX'S SHAREHOLDERS OR THOSE OF CYBEX WITH RESPECT TO THE TRANSACTIONS DESCRIBED
ABOVE. INFORMATION REGARDING SUCH OFFICERS AND DIRECTORS IS INCLUDED IN APEX'S
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998. THIS DOCUMENT
IS AVAILABLE FREE OF CHARGE AT THE SEC'S WEBSITE AT WWW.SEC.GOV AND FROM THE
APEX CONTACT LISTED BELOW.
CYBEX, ITS OFFICERS AND DIRECTORS AND THE NEW PARENT COMPANY IN THE PROPOSED
MERGER MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM
CYBEX'S SHAREHOLDERS OR THOSE OF APEX WITH RESPECT TO THE TRANSACTIONS DESCRIBED
ABOVE. INFORMATION REGARDING SUCH OFFICERS AND DIRECTORS IS INCLUDED IN CYBEX'S
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1999. THIS DOCUMENT IS
AVAILABLE FREE OF CHARGE AT THE SEC'S WEBSITE AT WWW.SEC.GOV AND FROM THE CYBEX
CONTACT LISTED BELOW.
SHAREHOLDERS OF APEX AND CYBEX ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
WHICH WILL BE INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4 TO BE FILED BY
THE NEW PARENT COMPANY IN CONNECTION WITH THE MERGER BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. AFTER SUCH DOCUMENT IS FILED, IT WILL BE AVAILABLE FREE
OF CHARGE ON THE SEC WEBSITE AT WWW.SEC.GOV.
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