Reynolds and Reynolds Announces Closing of Merger With Universal Computer Systems
October 26 2006 - 3:02PM
PR Newswire (US)
DAYTON, Ohio, Oct. 26 /PRNewswire-FirstCall/ -- The Reynolds and
Reynolds Company (NYSE:REY) today announced that its merger with
Universal Computer Systems Inc. has closed. Reynolds shares will be
de-listed from the New York Stock Exchange effective with the
opening of business on October 27, 2006. The company also announced
that Fin O'Neill, Reynolds' president and CEO, will be Vice
Chairman, Office of the CEO, for the merged company. He will be
responsible for helping lead the integration of the two companies
and helping ensure that customer voices are heard and reflected in
Reynolds' policies and procedures, as well as in products and
services. Robert Brockman will serve as Chairman, Office of the
CEO, for the new company. "My new title is different from what we
had announced previously," O'Neill said. "But the more Mr. Brockman
and I talked, the clearer it became to both of us that it would be
more beneficial and efficient for Mr. Brockman to concentrate on
key issues such as leveraging the research and development
capabilities of both companies and getting familiar with day-to-day
operational details, while I focus on what I identified as the
number one priority when I joined Reynolds 20 months ago -- our
customers. "I want to ensure that we continue to listen to the
voice of our customers, and that we demonstrate to our customers
that we will treat them as well after the merger as before the
merger. As I have said many times, the merger is about the value of
the Reynolds brand and all that it implies for customers," he said.
As announced on August 8, 2006, under the terms of the agreement
with UCS, holders of Reynolds Class A common stock will receive $40
per share in cash. The transaction is valued at approximately $2.8
billion, including the assumption of Reynolds debt. Reynolds
shareholders will receive a letter of transmittal with instructions
advising them on how to send in their share certificates. 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.
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 achieve cost
reduction and revenue growth plans; (2) the transaction may involve
unexpected costs or unexpected liabilities; (3) the credit ratings
of Reynolds or its subsidiaries may be different from what the
parties expect; (4) the businesses of Reynolds may suffer as a
result of uncertainty surrounding the transaction; (5) 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 (6) 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/) helps automobile dealers sell cars and
take care of customers. Serving dealers since 1927, it is a leading
provider of dealer management systems in the U.S. and Canada. The
Company's award-winning product, service and training solutions
include 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. Reynolds serves automotive retailers and OEMs
globally through its incadea solution and a worldwide partner
network, as well as through its consulting practice. 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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