Zareba Systems, Inc. Announces Merger Agreement with Woodstream Corporation; Zareba Shareholders to Receive $9.00 Cash Per Share
January 11 2010 - 5:30PM
Business Wire
Zareba Systems, Inc. (NASDAQ:ZRBA) announced today that it has
signed a definitive agreement to merge with a subsidiary of
Woodstream Corporation, a Pennsylvania corporation. Woodstream is
majority owned by private equity firms Brockway Moran &
Partners, Inc. and Code Hennessy & Simmons LLC.
Under the terms of the agreement, a newly-formed subsidiary of
Woodstream will merge with and into Zareba, Zareba will become a
wholly-owned subsidiary of Woodstream, and Zareba shareholders will
receive $9.00 in cash for each outstanding share of Zareba common
stock. This price represents a premium of approximately 100% over
the closing price of Zareba stock on January 11, 2010. Zareba’s
board of directors and a special committee of Zareba’s
disinterested directors have unanimously approved the agreement and
the merger. The merger is expected to be completed in the first
half of 2010 and is subject to Zareba shareholder approval and
other customary closing conditions. A special meeting of Zareba
shareholders will be announced following preparation and filing of
proxy materials with the Securities and Exchange Commission.
“Our board thoroughly explored strategic alternatives for
enhancing shareholder value and determined that this
transaction with Woodstream represents an excellent value to our
shareholders,” stated Zareba President and Chief Executive Officer
Dale Nordquist. “Furthermore, our complementary product offerings
and market strengths will also result in the
substantial utilization of our existing operations and employees
going forward.”
“Zareba's and Woodstream's Fi-Shock product
offerings are highly complementary and when combined
will result in an impressive portfolio
of products, brands and intellectual property”
stated Woodstream President and Chief Executive Officer Harry E.
Whaley. “Zareba's operations will significantly enhance
our operating capabilities and allow us to better serve
the needs of our customers around the world.”
Greene Holcomb & Fisher LLC acted as financial advisor, and
Fredrikson & Byron, P.A. served as legal advisor, to Zareba.
William Blair & Company LLC acted as financial advisor, and
Faegre & Benson LLP served as legal advisor, to Woodstream.
About Zareba Systems, Inc.Zareba Systems, Inc., a
Minnesota corporation since 1960, is the world’s leading
manufacturer of electronic perimeter fence and security systems for
animal and access control. The Company’s corporate headquarters is
located in Minneapolis, with manufacturing facilities in Ellendale,
Minn. Its Zareba Systems Europe subsidiary owns Rutland Electric
Fencing Co., the largest manufacturer of electric fencing products
in the United Kingdom. The corporate web site is located at
www.ZarebaSystemsInc.com.
About Woodstream CorporationWoodstream Corporation, a
Pennsylvania corporation since 1902, is a designer, manufacturer
and marketer of a broad range of branded consumer products with
facilities in Canada, Colorado, Missouri, Pennsylvania, Tennessee
and China. The Company’s product portfolio includes wild bird
feeders, organic pest controls, rodent and wild animal control
equipment, lawn & garden décor products and animal training and
containment products marketed under a variety of brands including
Victor®, Fi-Shock®, Safer Brand®, Perky Pet®, Mosquito Magnet® and
Havahart®. Woodstream’s products are sold at more than 100,000
retail locations throughout the United States and internationally.
The corporate web site is located at www.woodstreamcorp.com.
Cautionary Statement Regarding Forward-Looking
StatementsThis press release contains forward-looking
statements within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements also include the assumptions underlying
or relating to any of the foregoing statements. Such
forward-looking statements are based upon current expectations and
beliefs and are subject to a number of factors and uncertainties
that could cause actual results to differ materially from those
described in the forward-looking statements. The forward-looking
statements contained in this press release include statements about
future financial and operating results and the proposed
transaction. These statements are not guarantees of future
performance, involve certain risks, uncertainties and assumptions
that are difficult to predict, and are based upon assumptions as to
future events that may not prove accurate. Therefore, actual
outcomes and results may differ materially from what is expressed
herein. For example, if Zareba does not receive required
shareholder approval or fails to satisfy other conditions to
closing, the transaction will not be consummated. The following
factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements:
failure of the Zareba shareholders to approve the proposed merger;
and failure of other conditions to closing of the merger to be
satisfied. All forward-looking statements included in this press
release are based on information available to Zareba on the date
hereof. Zareba undertakes no obligation (and expressly disclaims
any such obligation) to update forward-looking statements made in
this press release to reflect events or circumstances after the
date of this press release or to update reasons why actual results
could differ from those anticipated in such forward-looking
statements.
Additional InformationZareba intends to file a proxy
statement and other relevant documents concerning the proposed
transaction with the SEC. SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANIES AND THE PROPOSED
TRANSACTION.
Zareba's officers and directors may be deemed, under SEC rules,
to be participants in the solicitation of proxies from the
shareholders of Zareba with respect to the transactions
contemplated by the merger agreement. Information regarding
Zareba's directors and executive officers is contained in Zareba's
Annual Report on Forms 10-K and 10-K/A for the fiscal year ended
June 30, 2009, which are filed with the SEC. More detailed
information regarding the identity of potential participants in the
solicitation, and their direct or indirect interests, by securities
holdings or otherwise, which interests may be different from those
of Zareba’s shareholders generally, will be set forth in the proxy
statement and other materials to be filed with SEC in connection
with the proposed transaction. Each of these documents is, or will
be, available free of charge at the website maintained by the SEC
at www.sec.gov, and at Zareba's website,
www.ZarebaSystemsInc.com.
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