- Written communication by the subject company relating to a third party tender offer (SC14D9C)
26 Abril 2010 - 10:52AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION
STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
PROTECTION
ONE, INC.
(Name of Subject Company)
PROTECTION
ONE, INC.
(Names of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
743663403
(CUSIP Number of Class of Securities)
J. Eric Griffin
Vice President, General Counsel and Secretary
1035 N. 3rd Street
Lawrence, Kansas 66044
(785) 856-5500
(Name, address and telephone number(s) of person authorized to
receive
notice and communications on behalf of the person(s) filing
statement)
Copies To:
R. Scott Falk, P.C.
Roger D. Rhoten
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
(312) 862-2000
x
Check the box if the filing relates
solely to preliminary communications made before the commencement of a tender
offer.
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MEDIA CONTACT
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Robin J. Lampe
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Phone: 785.856.9350
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INVESTOR CONTACT
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Darius G. Nevin
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Phone: 785.856.9368
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FOR IMMEDIATE RELEASE
PROTECTION ONE TO BE ACQUIRED BY
GTCR
LAWRENCE, Kan. and CHICAGO,
Ill.., April 26, 2010 Protection One, Inc. (Nasdaq: PONE), a
leading national provider of electronic security services to the residential,
commercial and wholesale markets, today announced that it has entered into a
definitive agreement to be acquired by affiliates of GTCR, a leading private equity
firm that manages more than $8 billion in equity capital.
Under
the terms of the agreement, an affiliate of GTCR will commence on or about May 3,
2010 a tender offer to acquire all of the outstanding common stock of
Protection One for $15.50 per share in cash, followed by a merger to acquire
all remaining outstanding Protection One shares at that same price. The offer price represents a premium of 13%
over the April 23, 2010 closing stock price of $13.76, and a premium of
118% over the $7.10 closing stock price on January 19, 2010, which was the
last business day prior to Protection Ones public announcement that it was
considering a possible sale of the company.
The total purchase price, including the refinancing of Protection Ones
debt, will be approximately $828 million.
JP Morgan Chase Bank, Barclays Capital and TCW/Crescent Mezzanine have
committed to providing the debt financing in support of the transaction.
Protection Ones board of
directors unanimously approved the transaction, which is subject to customary
closing conditions, including minimum levels of participation in the tender
offer and regulatory approvals. The
transaction is expected to be completed in the second quarter of 2010. Upon completion of the merger, Protection One
will become a private company, wholly owned by an affiliate of GTCR.
Our board of directors has
determined that the proposed price for the transaction is fair to Protection
Ones stockholders. We also expect that
the tender offer will deliver value to Protection Ones stockholders in a more
efficient and more immediate fashion than under a traditional merger process,
said Richard Ginsburg, Chief Executive Officer of Protection One.
This acquisition is an
exciting opportunity for GTCR and all of Protection Ones stakeholders. We are thrilled to be involved in the
security alarm monitoring industry for a third time in the past ten years. We look forward to building on the strong
base of business established by Protection Ones top-quality team of employees,
while continuing to provide great service to Protection Ones customers, added
David A. Donnini, Principal of GTCR.
Affiliates of Quadrangle
Group LLC and Monarch Capital Partners, which together own over 60% of the
fully diluted shares (and approximately 70% of the currently outstanding
shares) of Protection One, have each executed a tender and support agreement
pursuant to which they have agreed to validly tender (and not withdraw) their
shares in the tender offer.
Protection Ones financial
advisor in the transaction is J.P. Morgan Securities Inc. and its legal advisor is Kirkland &
Ellis LLP. Lazard Freres & Co.
LLC advised Protection Ones board of directors and its independent
transactions committee with respect to the fairness of the offer price to be
paid in the transaction.
Morgan Keegan &
Company, Inc. and Barclays Capital served as M&A advisors and Barnes
Associates served as an industry advisor to GTCR. Latham & Watkins LLP and Skadden,
Arps, Slate, Meagher & Flom LLP provided GTCR legal counsel.
About Protection One, Inc.
Protection One is one of the largest
vertically integrated national providers of sales, installation, monitoring,
and maintenance of electronic security systems to homes and businesses and has
been recognized as one of Americas Most Trustworthy Companies by
Forbes.com. Network Multifamily,
Protection Ones wholly owned subsidiary, is the largest security provider to
the multifamily housing market.
Protection One also owns the nations largest provider of wholesale
monitoring services, the combined operations of CMS and Criticom
International. For more information
about Protection One, visit www.ProtectionOne.com.
About GTCR
Founded
in 1980, GTCR is a leading private equity firm focused on investing in growth companies
in the Financial Services & Technology, Healthcare and Information
Services & Technology industries. The Chicago-based firm pioneered the
Leaders Strategy finding and partnering with world-class leaders as the
critical first step in identifying, acquiring and building market-leading
companies through acquisitions and organic growth. Since its inception, GTCR
has invested more than $8.0 billion in over 200 companies. For more information, please visit www.gtcr.com.
Additional Information and
Where to Find It
The tender offer described
in this announcement has not yet commenced.
This announcement is for informational purposes only and does not
constitute an offer to purchase or a solicitation of an offer to sell Protection
Ones common stock. Stockholders are
urged to read both the Tender Offer Statement and, if applicable, the Proxy
Statement regarding the merger when they become available because they will
contain important information. GTCR,
through Protection Acquisition Sub, Inc., will file with the U.S.
Securities and Exchange Commission (the SEC) a Tender Offer Statement on
Schedule TO, containing the Offer to Purchase, form of Letter of Transmittal
and related tender offer documents, and setting forth in detail the terms and
conditions of the Tender Offer.
Protection One will file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 setting forth in detail, among other things, the
recommendation of Protection Ones Board of Directors that Protection One
stockholders accept the tender offer and tender their shares to GTCR. If applicable, Protection One will also file
with the SEC a Proxy Statement in connection with the merger. Investors can obtain a free copy of these
materials and related documents filed with the SEC (when available) and other
documents filed by Protection Acquisition Sub, Inc. or Protection One with
the SEC at the website maintained by the SEC at www.sec.gov. You may also read and copy any reports,
statements and other information filed by Protection Acquisition Sub, Inc.
or Protection One at the SEC public reference room at 100 F Street N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SECs
website for further information on its public reference room.
###
Forward-looking Statements: Certain matters discussed
in this news release are forward-looking statements. The Private Securities Litigation Reform Act
of 1995 has established that these statements qualify for safe harbors from
liability. Forward-looking statements
may include words or phrases such as we believe, we anticipate, we expect,
we intend or words of similar meaning or their negatives. Forward-looking statements may describe our
future plans, objectives, expectations or goals, including, but not limited to,
our exploration of strategic alternatives.
Our actual results may differ materially from those discussed here as a
result of numerous factors, including, but not limited to the risk that a
condition to the closing of the transaction may not be satisfied and other
risks to consummation of the transaction, including the risk that the
transaction will not be consummated within the expected time period and other
factors described in our filings with the SEC.
Please see our Annual Report on Form 10-K for the period ended December 31,
2009 for a discussion of these factors.
Protection One disclaims any obligation to update any forward-looking
statements as a result of developments occurring after the date of this news
release.
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