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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.)
APEX AND CYBEX TO MERGE IN $2 BILLION TRANSACTION CREATING PREMIER
GLOBAL PROVIDER OF SERVER MANAGEMENT SOLUTIONS
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APEX AND CYBEX PRODUCTS ARE AN INTEGRAL PART OF MANAGING
LARGE CORPORATE DATA CENTERS AND E-COMMERCE ENTERPRISES
REDMOND, WA, AND HUNTSVILLE, AL, MARCH 8, 2000 - Apex Inc. (Nasdaq: APEX), a
leader in server console management and switching technology, and Cybex Computer
Products Corporation (Nasdaq: CBXC), a leading provider of network hardware used
to manage servers and data centers, today announced that they have signed a
definitive agreement to combine in a merger valued at approximately $2 billion.
The new organization will be well positioned to speed the development of
advanced solutions for efficiently managing large data centers worldwide. Like
Apex and Cybex today, it will design, manufacture and market progressive
solutions for network management, including KVM switching console systems, KVM
extension products, digital video solutions and remote access management tools.
KVM switching solutions enable network administrators to manage multiple servers
from a single Keyboard, Video monitor and Mouse, and to remotely access and
control servers from any location. Customers of Apex or Cybex currently include
Compaq, Dell, Fujitsu, Gateway, HP, IBM, NEC and Siemens.
The transaction, which will be accounted for as a purchase, was unanimously
approved by the boards of directors of both Apex and Cybex and is expected to be
tax-free to the shareholders of both companies. Under terms of the transaction,
Apex and Cybex will combine in an exchange of stock based on a fixed exchange
ratio of one share of the combined company for each Cybex share held and 1.0905
shares of the combined company for each Apex share held. Upon completion of the
transaction, which is subject to customary regulatory and shareholder approvals
and which the parties expect to complete not later than the third calendar
quarter of this year, Apex and Cybex shareholders will own approximately 55
percent and 45 percent of the combined company, respectively. The transaction is
expected to be accretive to earnings before goodwill within one year of
completion. It will create a combined enterprise with pro forma 1999 revenues of
$216 million and a combined operating margin of approximately 27%.
Stephen F. Thornton, currently president and chief executive officer of Cybex,
will be chairman, president and CEO of the combined enterprise. Mr. Thornton
said, "The growth of the Internet and e-commerce has created exploding demand
for the advanced network solutions provided by Cybex and Apex, and has created a
unique market opportunity. Our combined enterprise will have the proprietary
technologies, branded products, and global sales and support team to provide
great services to our respective OEM (original equipment manufacturer)
customers. It will be well positioned to increase emphasis on our fast-growing
ASP (application service
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CBXC and APEX to Merge
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March 8, 2000
provider), ISP (Internet service provider) and server farm customers. I look
forward to working closely with the Apex board and management team to achieve
timely completion of this important and exciting transaction."
Kevin Hafer, President and CEO of Apex, said, "Building Apex from a product idea
to more than $100 million in annual revenues has been a great experience. This
merger comes at the right time for both of our companies. It brings together two
strong and successful companies with complementary technologies, outstanding
products and people, global and world-class sales and support organizations, and
a shared commitment to excellent customer service. In short, I believe this
merger will provide significant benefits for the combined company's customers,
growth opportunities for its people, and enhanced value for its shareholders."
The combined enterprise, whose name will be announced at a later date, will be
headquartered in Huntsville, Alabama, with a significant presence in Shannon,
Ireland and Redmond, Washington. In addition to Mr. Thornton, the new company's
senior management team will include Barry L. Harmon--currently Apex's Chief
Operating Officer, Chief Financial Officer and Treasurer--as Senior Vice
President - West Coast Operations; and Douglas E. (Dusty) Pritchett--currently
Cybex's Chief Financial Officer and Treasurer--as Senior Vice President and
Chief Financial Officer. Executives from both companies will hold other
management positions. The new company's board of directors will include three
members from Cybex and three members from Apex.
Cybex was advised by SG Cowen Securities Corporation and Morgan Keegan & Company
with regard to the transaction and Apex was advised by Donaldson, Lufkin &
Jenrette Securities Corporation and Prudential Securities.
ABOUT CYBEX COMPUTER PRODUCTS CORPORATION
A leading provider of network hardware to control and extend server access for
today's growing networks, ASP/ISP server farm environments and enterprise data
centers, Cybex Computer Products Corporation designs, develops and manufactures
systems to make server management more efficient. Founded in 1981 to address the
need to consolidate PC and server control and reduce equipment redundancy and
clutter, Cybex built its reputation for excellence as a leader in KVM switching.
This technology allows network administrators to control multiple computers from
a single keyboard, video monitor and mouse. Over the last two decades, the
company has leveraged its server access and management expertise to expand the
product line into a comprehensive line of scalable, platform-independent systems
that give administrators local and remote control of network hardware devices.
On January 20, Cybex reported record sales of $34.0 million and $85.8 million,
respectively, for its third fiscal quarter and nine months ended December 31,
1999.
This was Cybex's twenty-first consecutive quarterly record for sales and
operating earnings. Revenues, operating earnings and net income excluding
one-time charges for acquired in-process R&D for the twelve months ended on that
date were $109.4 million, $27.3 million and $19.2 million, respectively.
Headquartered in Huntsville, Alabama, Cybex has manufacturing facilities in the
United States and Ireland, and sales offices throughout the world. With the
largest engineering and support staffs in the industry, Cybex leads the way in
innovation and quality from its
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R&D centers in Steinhagen, Germany, Shannon, Ireland, Acton, Massachusetts and
Huntsville, Alabama. For more information about Cybex and its products, visit
the company's Web site at www.cybex.com.
ABOUT APEX INC.
Based in Redmond, Washington, Apex is committed to helping information
technology professionals manage their growing server populations. Apex develops
server management products, including console switching systems, remote server
management products and integrated server cabinet solutions. Apex's OutLook,
ViewPoint, and Emerge product families help manage servers in thousands of
companies worldwide.
Top server manufacturers including Compaq, Dell and IBM continue to choose Apex
products for their rack-mounted server offerings. Additionally, Apex was
recently ranked fifth in Business Week's 1999 listing of "100 Hot Growth
Companies" in America.
On January 25, Apex reported that full-year sales for the year ended December
31, 1999 grew to $107.3 million, up 42% from $75.6 million in 1998. Operating
income was $29.3 million, up 40% from $21.0 million in 1998. Net income was
$21.2 million, up 35% from $15.7 million in 1998.
More information on Apex products and services is available by calling
800-861-5858, via email at [email protected], or on the World Wide Web at
www.apex.com
FORWARD-LOOKING STATEMENTS
This press release contains statements that are forward-looking statements as
defined within the Private Securities Litigation Reform Act of 1995. These
include statements regarding earnings expectations, the management team of the
combined company, market opportunity, benefits for customers, integration of the
two companies, product availability and the two companies' engineering and
design activities. Such forward-looking statements are subject to risks and
uncertainties which could cause actual results to differ materially from the
statements made, including the risks associated with the integration of combined
businesses, risks associated with reliance on a limited number of component
suppliers and single source components and risks associated with product design
efforts. Other factors which could cause operating and financial results to
differ are described in the two companies' Securities and Exchange Commission
filings, including their Forms 10-K and 10-Q, and include other risks detailed
from time to time in their reports to be filed with the SEC. Neither Apex nor
Cybex undertakes any obligation to publicly release the result of any revisions
to forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
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
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CBXC and APEX to Merge
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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 AND FROM THE APEX AND CYBEX CONTACTS
LISTED BELOW.
APEX INC.
Barry Harmon, 425-497-5594
CYBEX COMPUTER PRODUCTS CORPORATION
Dusty Pritchett, 256-430-4020, ext. 1304
Shannon Clemons, 256-430-4020, ext. 1026
KEKST AND COMPANY
Roy Winnick or Jessica Barist
212-521-4842 or 4840
The management of Cybex and Apex will hold a conference call on March 8, 2000,
at 10 a.m. EST to discuss the transaction. Participants can access the call or
replay over the Internet at the following web sites:
www.cybex.com
www.streetevents.com
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