Trinity Industries, Inc. Announces Definitive Agreement to Acquire Quixote Corporation
30 Dezembro 2009 - 7:15PM
Business Wire
Trinity Industries, Inc. (NYSE:TRN) (“Trinity”) and Quixote
Corporation (NASDAQ:QUIX) (“Quixote”) today announced that they
have reached a definitive agreement for Trinity to acquire the
outstanding common shares and equivalents of Quixote for cash of
$6.38 per share, or approximately $61 million. Trinity will fund
the acquisition from available cash on hand, which totaled $545
million at September 30, 2009.
Quixote, through its subsidiaries, is a leading developer and
manufacturer of highway products designed to protect and direct
motorists. Quixote will be combined with Trinity’s Construction
Products businesses.
The acquisition will be accomplished through a tender offer for
Quixote’s common shares by a wholly-owned subsidiary of Trinity,
THP Merger Co., and is expected to close in the first quarter of
2010. The tender offer is conditioned on the successful tender of
at least 60% of Quixote’s total outstanding shares of common stock
calculated on a fully diluted basis, as well as the satisfaction of
other customary closing conditions. The transaction has been
unanimously approved by Quixote’s Board of Directors.
“We are pleased to announce the agreement to acquire Quixote and
look forward to integrating its businesses into our multi-industry
portfolio,” said Timothy R. Wallace, Trinity’s Chairman, Chief
Executive Officer, and President. “We have admired Quixote’s line
of innovative products and global reach. This acquisition will
further expand our international market penetration in the highway
products business through Quixote’s existing customer
relationships.”
This acquisition provides numerous integration opportunities
benefiting the combined entity and its customers. Upon completion
of the integration and combination of the businesses, Trinity will
have the opportunity to offer its domestic and international
customers a broad range of highway products. The combination of
Trinity’s and Quixote’s research and development efforts will
provide customers with continuing advancement in highway
products.
“This transaction will benefit both companies’ customers as the
combination of our product lines will provide a more robust
offering of highway safety products from a single source,” said
Bruce Reimer, Quixote’s Chief Executive Officer and President.
“Trinity is a well-respected multi-industry company, and we are
pleased that Quixote will become an important addition to their
portfolio of businesses.”
BofA Merrill Lynch is acting as financial advisor to Trinity,
and Morgan Keegan & Company, Inc. is acting as financial
advisor to Quixote, in connection with this transaction.
Trinity Industries, Inc., headquartered in Dallas, Texas, is a
multi-industry company that owns a variety of market-leading
businesses which provide products and services to the industrial,
energy, transportation, and construction sectors. Trinity reports
its financial results in five principal business segments: the Rail
Group, the Railcar Leasing and Management Services Group, the
Inland Barge Group, the Construction Products Group, and the Energy
Equipment Group. For more information, visit: www.trin.net.
Quixote Corporation, headquartered in Chicago, Illinois
(www.quixotecorp.com), through its wholly-owned subsidiary, Quixote
Transportation Safety, Inc., is a leading manufacturer of
energy-absorbing highway crash cushions, truck-mounted attenuators,
bridge anti-icing systems, flexible post delineators and other
transportation safety products.
Special Note:
Important Additional Information: The tender offer described in
this release has not yet commenced, and this release is neither an
offer to purchase nor a solicitation of an offer to sell securities
of Quixote. At the time the tender offer is commenced, Trinity and
its wholly-owned subsidiary, THP Merger Co. (the “Purchaser”),
intend to file a Tender Offer Statement on Schedule TO containing
an offer to purchase, forms of letters of transmittal and related
tender offer documents with the U.S. Securities and Exchange
Commission (the “SEC”), and Quixote intends to file a
Solicitation/Recommendation Statement on Schedule 14D-9 relating to
the tender offer with the SEC. Trinity, the Purchaser and Quixote
intend to mail these documents to the stockholders of Quixote.
These documents will contain important information about the tender
offer, including the various terms of, and conditions to, the
tender offer, and stockholders of Quixote are urged to read them
carefully and in their entirety before making any decision to
tender securities in the planned tender offer. When available, the
Tender Offer Statement, as well as the Solicitation/Recommendation
Statement, will be made available to Quixote’s stockholders at no
expense to them and will also be available at no charge on the
SEC’s website at www.sec.gov.
This press release contains forward-looking statements.
Forward-looking statements are statements that are not historical
facts. These statements include product development, product
potential projections and estimates and their underlying
assumptions, statements regarding plans, objectives, intentions and
expectations with respect to future events, operations, products
and services, and statements regarding future performance.
Forward-looking statements are generally identified by the words
“expects,” “anticipates,” “believes,” “intends,” “estimates,”
“plans” and similar expressions. Although the management of Trinity
Industries, Inc. and Quixote Corporation believe that the
expectations reflected in such forward-looking statements are
reasonable, investors are cautioned that forward-looking
information and statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally
beyond the control of either Trinity Industries, Inc. or Quixote
Corporation, that could cause actual results and developments to
differ materially from those expressed in, or implied or projected
by, the forward-looking information and statements. These risks and
uncertainties include among other things, the uncertainties
inherent in market conditions and product development as well as
those discussed or identified in the public filings with the SEC
made by Trinity Industries, Inc. and Quixote Corporation, including
those listed under “Risk Factors” and “Cautionary Statement
Regarding Forward-Looking Statements” in Trinity Industries, Inc.’s
Annual Report on Form 10-K for the year ended December 31, 2008 and
in Quixote Corporation’s Annual Report on Form 10-K for the year
ended June 30, 2009. Other than as required by applicable law,
Trinity Industries, Inc. and Quixote Corporation do not undertake
any obligation to update or revise any forward-looking information
or statements.
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