Attached files
file | filename |
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8-K - OI CORP | v196549_8k.htm |
EX-2.1 - OI CORP | v196549_ex2-1.htm |
EX-99.1 - OI CORP | v196549_ex99-1.htm |
EXHIBIT
99.2
Press
Release
FOR
IMMEDIATE RELEASE
Contacts:
|
|
ITT
Corporation
|
O.I.
Corporation
|
Jenny
Schiavone
|
J.
Bruce Lancaster
|
(914)
641-2160
|
(979)
690-1711
|
jennifer.schiavone@itt.com
|
blancaster@oico.com
|
ITT
to enhance its global analytical instrumentation business with
acquisition
of O.I. Corporation
WHITE PLAINS, N.Y., and COLLEGE
STATION, Texas, September 14, 2010 — ITT Corporation (NYSE:ITT) and O.I.
Corporation (NASDAQ:OICO) today announced that they have entered into a
definitive agreement for ITT to acquire all outstanding shares of O.I.
Corporation, “OI”, for approximately $29 million.
OI’s
Board of Directors has unanimously approved the transaction, which is subject to
approval from OI’s shareholders and other closing conditions, and is expected to
close in late 2010.
Enhancing
ITT Analytics
OI is a
leading provider of innovative instrumentation for laboratory and environmental
testing in the pharmaceutical, petrochemical, power and industrial markets. The
company’s portfolio will enhance ITT’s Analytics business, which was formed
earlier this year with ITT’s acquisition of Nova Analytics.
“We see
very compelling growth characteristics in the analytical instrumentation market,
and the addition of OI is right in line with our strategy to acquire attractive
companies whose businesses are a nice complement to our existing portfolio,”
said Gretchen McClain, ITT senior vice president and president of its Fluid and
Motion Control group.
“The
potential to add a company with the expertise and reach of OI not only
strengthens our portfolio, but also gives us a great opportunity to leverage our
European brands and channels to bring OI’s technologies to those markets,” said
Chris McIntire, president of ITT Analytics.
OI was
founded in 1963, and specializes in innovative total organic carbon (TOC)
analyzers and gas-chromatography related instrumentation, as well as consumables
and services. OI reported 2009 revenues of $20 million and projects full-year
2010 revenue of $25 million. It is headquartered in College Station,
Texas, and employs 125 people. Its products are sold worldwide by
direct sales, independent representatives, and distributors.
Positioning
OI for Growth
J. Bruce
Lancaster, OI chief executive officer and chief financial officer said, “We
believe this transaction represents an outstanding opportunity for our
shareholders, customers, and employees. As part of the ITT family, we will have
access to substantially greater resources to develop, market, and distribute our
innovative products.”
OI
president and chief operating officer Don Segers added, “We believe joining ITT
will lead to faster growth than we can achieve independently. We look
forward to continuing the OI tradition of providing innovative products and
services for chemical analysis as a member of the ITT Analytics
team.”
Terms
of Agreement
Under the
terms of the agreement, O.I. Corporation will become a subsidiary of ITT, doing
business as OI Analytical. ITT will purchase all outstanding
shares of OI for $12 per OI share, which represents a 43 percent premium to the
OI closing stock price on September 13, 2010, the last trading day prior to the
announcement of the merger agreement. Additionally, OI is permitted to pay its
shareholders a one-time special dividend of up to $0.50 per share immediately
prior to the closing of the acquisition, subject to meeting certain financial
conditions specified in the agreement. OI management believes that,
based on the current cash position and projected cash flows, there will be
sufficient cash on hand to pay the special dividend at the rate of $0.50 per
share. Further, OI’s regular fourth-quarter dividend of $0.05 is permitted
to be paid, assuming its declaration date occurs prior to the closing of the
merger. There is no assurance that any such dividend will be declared
or be paid.
About
ITT Analytics
ITT
Analytics is a leading manufacturer of premium laboratory, field, portable, and
on-line analytical instruments used in water and wastewater, environmental,
medical, and food and beverage applications. The operation’s meters, sensors,
analyzers and related consumables are used every day by thousands of end-users
worldwide to analyze and control quality in countless industrial applications
where precise measurement is required. ITT Analytics’ products are sold under
the globally recognized brands WTW, SI Analytics, Royce Technologies,
Aanderaa Data Instruments, Global Water Instrumentation, ebro and Bellingham
& Stanley. www.ittanalytics.com
About
ITT Corporation
ITT
Corporation is a high-technology engineering and manufacturing company operating
on all seven continents in three vital markets: water and fluids management,
global defense and security, and motion and flow control. With a heritage of
innovation, ITT partners with its customers to deliver extraordinary solutions
that create more livable environments, provide protection and safety and connect
our world. Headquartered in White Plains, N.Y., the company reported 2009
revenue of $10.9 billion. www.itt.com
About
O.I. Corporation
O.I.
Corporation, dba OI Analytical, develops, manufactures, sells, and services
analytical instrumentation that detects, measures, analyzes, and monitors
chemicals in liquids, solids, and gases. Providing products used to digest,
extract, and separate components of chemical mixtures, the company designs
application-specific solutions for various industries including environmental
testing, defense, and petrochemical. Headquartered in College Station, Texas,
the company's products are sold worldwide. www.oico.com
Safe
Harbor Statement
Certain
material presented herein includes forward-looking statements intended to
qualify for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995 (the “Act"). Forward-looking statements are
uncertain and to some extent unpredictable, and involve known and unknown risks,
uncertainties and other important factors that could cause actual results to
differ materially from those expressed in, or implied from, such forward-looking
statements. Factors that could cause results to differ materially from those
anticipated include: the possibility that the proposed transaction does not
close, including, but not limited to, due to the failure to satisfy the closing
conditions; the failure of stockholders of O.I. Corporation to approve the
proposed merger; the possibility that the expected efficiencies and cost savings
from the proposed transaction will not be realized, or will not be realized
within the expected time period; the risk that the ITT and OI businesses will
not be integrated successfully; disruption from the proposed transaction making
it more difficult to maintain business and operational relationships; and the
possibility that OI does not perform as expected following the completion of the
acquisition. Further information concerning ITT, OI, and their
businesses, including factors that potentially could materially affect ITT's and
OI 's financial results, is contained in ITT's and OI's filings with the
Securities and Exchange Commission (the "SEC"). See ITT's and O.I. Corporation’s
Annual Reports on Form 10-K and Annual Reports to Stockholders for the fiscal
years ended December 31, 2009, and other public filings with the SEC for a
further discussion of these and other risks and uncertainties applicable to our
businesses. Neither ITT nor OI undertakes, and each of them expressly disclaims,
any duty to update any forward-looking statement whether as a result of new
information, future events or changes in their respective expectations, except
as required by law.
Additional
Information
This
communication does not constitute an offer to sell or the solicitation of an
offer to buy our securities or the solicitation of any vote or approval. This
communication is being made in respect of the proposed transaction involving ITT
and O.I. Corporation. In connection with the proposed transaction, OI
will be filing documents with the SEC, including a preliminary and definitive
proxy statement. OI intends to mail the definitive proxy statement regarding the
proposed merger to its stockholders. Before making any voting or investment
decision, investors and stockholders are urged to read carefully in their
entirety the proxy statement regarding the proposed transaction and any other
relevant documents filed by O.I. Corporation with the SEC when they become
available because they will contain important information about the proposed
transaction. You may obtain copies of all documents filed with the SEC regarding
this transaction, free of charge, at the SEC's website www.sec.gov, by
accessing OI’s website at www.OICO.com under
the heading "About OI" and then under the link "Investor Relations" and from
O.I. Corporation by directing a request to O.I. Corporation, 151 Graham Road,
P.O. Box 9010, College Station, Texas 77842-9010, Attention: Laura
Hotard.
ITT and
O.I. Corporation and their respective directors and executive officers and
certain other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction. You can find information about ITT's directors and executive
officers in its definitive proxy statement filed with the SEC on March 29, 2010.
You can find information about O.I. Corporation's directors and executive
officers in its definitive proxy statement filed with the SEC on April 10, 2010.
Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other relevant materials
to be filed with the SEC when they become available. You can obtain free copies
of these documents from O.I. Corporation using the contact information
above.
###