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Filed by Apex Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Exchange Act of 1934
Subject Companies: Cybex Computer Products
Corporation (Commission File No. 000-26496); 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 RAPIDLY GROWING SERVER
SWITCHING AREA
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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
- - Modestly accretive to 2000 earnings with significant upside potential to
2001 earnings and going forward
- - Combined 1999 revenue of $216 million for combined company
- - Headquartered in Huntsville, Alabama with West Coast operations in Redmond,
WA
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THE TEAM
- - Integration of management teams enhance depth and breadth of experience
MANAGEMENT BOARD OF DIRECTORS
- -- Steve Thornton -- CEO -- Three Cybex members
- -- Dusty Pritchett -- CFO -- Three APEX members
- -- Barry Harmon -- COO, -- 7th Board member to be
OEM Operations nominated by
Steve Thornton
- -- Dave Perry -- VP Sales,
OEM Operations
- -- Both teams expected to hold
other key positions
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FINANCIAL SUMMARY COMPARISON
<TABLE>
<CAPTION>
2000E FINANCIALS CYBEX(A) APEX(A)
- ---------------- -------- -------
<S> <C> <C>
Revenue $142 $145
3-Year Revenue CAGR 47% 38%
Gross Margin 54% 47%
EBIT $ 38 $ 40
Net Income $ 26 $ 29
2000E P/E 35x 35x
No. of Employees 360 110
Market Cap $907 $995
Core Competency High-end, Entry Level Mid-level
</TABLE>
(a) Projections are based on Wall Street estimates.
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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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THE MERGER STANDS TO ACCELERATE RECENT
STRONG MOMENTUM OF BOTH STOCKS
[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 --
CUSTOMER AND CHANNEL COMBINATION
- - Create a broad based vendor of next-generation server management solutions
- - Well-balanced distribution model (OEM and branded)
- - Significant cross-selling and incremental revenue opportunities
- - Extend sales, marketing and support services
- - A larger, combined company would attract an increasing number of customers
in multiple high-growth market areas
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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
------- -------
<S> <C> <C>
OEM 31% 65%
Branded 69 35
</TABLE>
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TOP-TIER CUSTOMER BASE
[GRAPHIC showing labels for Compaq,
Hewlett Packard, IBM, AOL, Gateway, 3Com,
Dell, DoubleClick, amazon.com and Microsoft]
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WEB INFRASTRUCTURE OPPORTUNITY
[GRAPHIC, depicting logo's for
Intel, Exodus and Oracle]
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STRATEGIC FIT -- PRODUCT COMBINATION
- - Web hosting and data center customers require powerful, scalable switching
solutions to manage and control an increasing number of servers and network
devices
-- Uniquely positioned to develop a pioneering, superior solution to
address growing opportunity
- - Highly complementary product lines -- integrating high-end with mid-level
expertise (e.g. Cybex - Sun integration and Apex - remote video)
- - Strong product offering for all levels of customers
- - A broader product portfolio reduces risk and diversifies revenue sources
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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 --
OPERATIONS AND GEOGRAPHY
- - Extend international footprint
- - Significant operating synergies
-- Reduce components and outsourcing costs
-- Consolidation of certain operating infrastructures
-- Enhance tax position through shifting Apex's European sales to
Shannon, Ireland
- - Leading R&D platform with broader resources and faster product cycles
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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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EVOLVING SERVER SWITCHING 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 OPPORTUNITY
- - According to IDC, the Web hosting area is expected to grow from $0.4BN in
1998 to over $10.7BN 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
- - Combination facilitates the development and roll out of a new generation
web hosting and ASP switching solutions
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WEB INFRASTRUCTURE 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:
-- 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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