Reynolds Schedules Special Meeting of Shareholders
September 12 2006 - 9:27AM
PR Newswire (US)
DAYTON, Ohio, Sept. 12 /PRNewswire-FirstCall/ -- The Reynolds and
Reynolds Company (NYSE:REY) today announced that it has scheduled a
special meeting of shareholders for October 23, 2006, to vote on
its previously announced merger agreement with Universal Computer
Systems, Inc. (UCS). The special meeting will be held at Reynolds'
Research Park headquarters at 11:00 a.m. EDT. Shareholders of
record as of September 20, 2006, will be entitled to vote on the
transaction. Reynolds plans to mail definitive proxy material to
its shareholders on or about September 22, 2006. The transaction
remains subject to clearance under the Hart-Scott-Rodino Antitrust
Improvements Act. As announced on August 8, 2006, under the terms
of the agreement with UCS, holders of Reynolds' common stock will
receive $40 per share in cash. The transaction is valued at $2.8
billion, including the assumption of Reynolds' debt. The combined
company will continue to be named The Reynolds and Reynolds
Company, with the products and services of both Reynolds and UCS
marketed under the Reynolds brand. Reynolds will continue to have
headquarters and principal operations in Dayton, Ohio. Reynolds'
President and CEO Fin O'Neill will lead the merged company.
Cautionary Notice Regarding Forward-Looking Statements Certain
statements contain forward looking statements, including statements
relating to results of operations. These forward-looking statements
are based on current expectations, estimates, forecasts and
projections of future company or industry performance based on
management's judgment, beliefs, current trends and market
conditions. Actual outcomes and results may differ materially from
what is expressed, forecasted or implied in any forward-looking
statement. Forward-looking statements made by the company may be
identified by the use of words such as "will," "expects,"
"intends," "plans," "anticipates," "believes," "seeks,"
"estimates," and similar expressions. There are a number of risks
and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this
document. For example, (1) Reynolds may be unable to obtain
shareholder approval required for the transaction; (2) Reynolds may
be unable to obtain regulatory approvals required for the
transaction, or required regulatory approvals may delay the
transaction or result in the imposition of conditions that could
have a material adverse effect on Reynolds or cause the parties to
abandon the transaction; (3) conditions to the closing of the
transaction may not be satisfied; (4) Reynolds may be unable to
achieve cost reduction and revenue growth plans; (5) the
transaction may involve unexpected costs or unexpected liabilities;
(6) the credit ratings of Reynolds or its subsidiaries may be
different from what the parties expect; (7) the businesses of
Reynolds may suffer as a result of uncertainty surrounding the
transaction; (8) the timing of the initiation, progress or
cancellation of significant contracts or arrangements, the mix and
timing of services sold in a particular period; and (9) Reynolds
may be adversely affected by other economic, business, and/or
competitive factors. These and other factors that could cause
actual results to differ materially from those expressed or implied
are discussed under "Risk Factors" in the Business section of our
most recent annual report on Form 10-K and other filings with the
Securities and Exchange Commission. The company undertakes no
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise. About
Reynolds Reynolds and Reynolds ( http://www.reyrey.com/ ) has
helped automobile dealers sell cars and take care of customers
since 1927. Today, more than 15,000 dealers worldwide rely on
Reynolds to help run their dealerships. In the U.S. and Canada, the
REYNOLDSYSTEM(TM) combines comprehensive solutions, experienced
people and proven practices that drive total dealership performance
through a full range of retail Web and customer relationship
management solutions, e-learning and consulting services,
documents, data management and integration, networking and support
and leasing services. Internationally, Reynolds serves dealers in
more than 35 countries through a broad range of retailing solutions
and consulting services. Additional Information and Where to Find
It In connection with the proposed transaction, a preliminary proxy
statement of The Reynolds and Reynolds Company and other materials
have been filed with the SEC. WE URGE INVESTORS TO READ THE
PRELIMINARY PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE REYNOLDS AND
REYNOLDS COMPANY AND THE PROPOSED TRANSACTION. Investors are able
to obtain free copies of the preliminary proxy statement and the
definitive proxy statement (when available) as well as other filed
documents containing information about The Reynolds and Reynolds
Company at http://www.sec.gov/, SEC's Web site. Free copies of The
Reynolds and Reynolds Company's SEC filings are also available by
directing a request to The Reynolds and Reynolds Company, One
Reynolds Way, Dayton, Ohio 45430, Attention: Investor Relations.
Participants in the Solicitation The Reynolds and Reynolds Company
and its executive officers and directors and Universal Computer
Systems may be deemed, under SEC rules, to be participants in the
solicitation of proxies from The Reynolds and Reynolds Company
shareholders with respect to the proposed transaction. Information
regarding the executive officers and directors of The Reynolds and
Reynolds Company is included in its definitive proxy statement for
its 2006 annual meeting filed with the SEC on May 5, 2006. More
detailed information regarding the identity of potential
participants, and their direct or indirect interests, by securities
holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with the SEC in connection with the
proposed transaction. DATASOURCE: The Reynolds and Reynolds Company
CONTACT: Mark Feighery of The Reynolds and Reynolds Company,
+1-937-485- 8107, or Web site: http://www.reyrey.com/
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