Royal Group clarifies details surrounding process for potential sale of company
May 26 2005 - 11:42AM
PR Newswire (US)
Royal Group clarifies details surrounding process for potential
sale of company TORONTO, May 26 /PRNewswire-FirstCall/ -- Royal
Group Technologies Limited (RYG.SV-TSX; RYG-NYSE) today announced
that, in light of certain confusing reports in the financial media
relating to its agreement with Cerberus, it wished to provide
clarification on the matter. As announced yesterday, the company's
agreement with Cerberus provides (among other things) that, in
order to ensure all parties are on a "level playing field" in the
context of the process to be undertaken by Royal Group: - Cerberus
will not, subject to certain limited exceptions, take up shares
pursuant to a takeover bid until the expiry of 60 days from the
time it has received access to the requested information, and - if
a transaction is proposed by another party as a result of the
process that is superior to the offer from Cerberus, Cerberus will
either (i) match or better the superior proposal, (ii) purchase and
tender all of the shares of Vic De Zen, Domenic D'Amico and their
affiliates to the superior proposal or (iii) release them from
their obligations pursuant to the lock-up agreement - in other
words, Cerberus will not use its agreement with those parties to
frustrate a superior proposal. Certain media reports could be read
as suggesting that Cerberus had agreed to match or better any
superior proposal, which is not accurate. Royal Group Technologies
Limited is a manufacturer of innovative, polymer-based home
improvement, consumer and construction products. The company has
extensive vertical integration, with operations dedicated to
provision of materials, machinery, tooling, real estate and
transportation services to its plants producing finished products.
Royal Group's manufacturing facilities are primarily located
throughout North America, with international operations in South
America, Europe and Asia. Additional investment information is
available on Royal Group's web site at
http://www.royalgrouptech.com/ under the "Investor Relations"
section. The information in this document contains certain
forward-looking statements with respect to Royal Group Technologies
Limited, its subsidiaries and affiliates. These statements are
often, but not always made through the use of words or phrases such
as "expect", "should continue", "continue", "believe",
"anticipate", "estimate", "contemplate", "target", "plan",
"budget", "may", "will", "schedule" and "intend" or similar
formulations. By their nature, these forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable by management, are inherently subject
to significant, known and unknown, business, economic, competitive
and other risks, uncertainties and other factors affecting Royal
specifically or its industry generally that could cause actual
performance, achievements and financial results to differ
materially from those contemplated by the forward-looking
statements. These risks and uncertainties include the ongoing
shareholder value maximization process and its outcome; the outcome
of the ongoing internal review and investigations by the Special
Committee of the Board of Directors; fluctuations in the level of
renovation, remodeling and construction activity; changes in
product costs and pricing; an inability to achieve or delays in
achieving savings related to the cost reductions or increases in
revenues related to sales price increases; the sufficiency of our
restructuring activities, including the potential for higher actual
costs to be incurred in connection with restructuring activities
compared to the estimated costs of such actions; the ability to
recruit and retain qualified employees; the level of outstanding
debt and our current debt ratings; the ability to meet the
financial covenants in our credit facilities; changes in product
mix; the growth rate of the markets into which Royal's products are
sold; market acceptance and demand for Royal's products; changes in
availability or prices for raw materials; pricing pressures
resulting from competition; difficulty in developing and
introducing new products; failure to penetrate new markets
effectively; the effect on foreign operations of currency
fluctuations, tariffs, nationalization, exchange controls,
limitations on foreign investment in local business and other
political, economic and regulatory risks; difficulty in preserving
proprietary technology; adverse resolution of any litigation,
investigations, administrative and regulatory matters, intellectual
property disputes, or similar matters; changes in securities or
environmental laws, rules and regulations; currency risk exposure
and other risks described from time to time in publicly filed
disclosure documents and securities commission reports of Royal
Group Technologies Limited and its subsidiaries and affiliates. In
view of these uncertainties we caution readers not to place undue
reliance on these forward-looking statements. Statements made in
this document are made as of May 26, 2005 and Royal disclaims any
intention or obligation to update or revise any statements made
herein, whether as a result of new information, future events or
otherwise. DATASOURCE: Royal Group Technologies Limited CONTACT:
Robert Lamoureux, Lead Director and Interim CFO, or Mark Badger,
Vice President, Marketing and Corporate Communications, Phone:
(905) 264-0701, Fax: (905) 264-0702
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