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8-K - FORM 8-K - AMERICAN COMMERCIAL LINES INC. | c60767e8vk.htm |
EX-2.1 - EX-2.1 - AMERICAN COMMERCIAL LINES INC. | c60767exv2w1.htm |
Exhibit 99.1
Affiliate of Platinum Equity to Acquire American Commercial Lines Inc.
Public Stockholders to Receive $33.00 per Share in Cash; Transaction Valued at $777 Million
Public Stockholders to Receive $33.00 per Share in Cash; Transaction Valued at $777 Million
JEFFERSONVILLE, IN, Oct 18, 2010 American Commercial Lines Inc. (NASDAQ: ACLI) (ACL or the
Company), one of the largest and most diversified inland marine transportation and service
companies in the United States, today announced that it has entered into a definitive merger
agreement to be acquired by an affiliate of Platinum Equity, in a transaction with an enterprise
value of approximately $777 million. ACLs Board of Directors, acting on the unanimous
recommendation of a Special Committee of independent directors, approved the agreement and has
recommended the approval of the transaction to ACLs stockholders.
Under the terms of the agreement, ACL stockholders, other than GVI Holdings, Inc. and certain of
its affiliates (GVI), will receive $33.00 in cash for each share of ACL common stock they hold.
GVI will receive $31.25 in cash for each share of ACL common stock it holds if the transaction
closes before December 31, 2010 and $33.00 per share thereafter. GVI has entered into a Voting
Agreement to support the transaction.
Following thorough analysis by a Special Committee of independent directors, our Board of
Directors has determined that this transaction offers the best value for our stockholders, said
Clayton Yeutter, chairman of the board.
ACL is a strong company with a dedicated team that has made significant improvements over the past
two and a half years, said Mike Ryan, ACL president and chief executive officer. We are
optimistic that this progress, coupled with Platinum Equitys financial resources and experience in
operations, will position ACL to continue executing our strategic initiatives.
ACL has a rich heritage and a strong market position, said Louis Samson, the Platinum Equity
principal who is leading the ACL acquisition. ACL is a great fit for Platinum Equity. We share
the companys commitment to safety, customer service, innovation, and integrity. We look forward
to working closely with Mike Ryan and his management team, as well as all of the ACL employees, and
customers.
The transaction is subject to customary closing conditions, including the expiration or earlier
termination of the Hart-Scott Rodino waiting period and the approval of ACLs stockholders, but is
not subject to any condition with regard to the financing of the transaction. Financing consists of
a combination of equity contributed by Platinum Equity and debt financing provided by Wells Fargo
Capital Finance, LLC. ACL expects the transaction to close in the fourth quarter of 2010. ACL
intends to keep the Companys existing senior secured notes outstanding and will comply with the
indenture governing the notes, including making any required offer to purchase the notes upon a
change of control.
Under the terms of the merger agreement, ACL may solicit acquisition proposals from third parties
for a period of 40 calendar days continuing through November 27, 2010. It is not anticipated that
any developments will be disclosed with regard to this process unless ACLs Board of Directors
makes a decision with respect to a potential superior proposal. There are no guarantees that this
process will result in a superior proposal.
BofA Merrill Lynch is serving as financial advisor to ACL. Hogan Lovells US LLP is serving as legal
counsel to ACL and Richards, Layton & Finger, P.A. is serving as legal counsel to the Special
Committee of ACLs Board of Directors. Latham & Watkins LLP is serving as legal counsel to Platinum
Equity.
About American Commercial Lines Inc.
American Commercial Lines Inc., headquartered in Jeffersonville, Indiana, is an integrated marine
transportation and service company operating in the United States Jones Act trades, with
approximately $850 million in revenues and approximately 2,570 employees as of December 31, 2009.
For more information about American Commercial Lines Inc., visit www.aclines.com.
About Platinum Equity
Platinum Equity is a global M&A&O(R) firm specializing in the merger, acquisition and operation of
companies that provide services and solutions to customers in a broad range of business markets,
including information technology, telecommunications, logistics, metals services, manufacturing and
distribution. Since its founding in 1995 by Tom Gores, Platinum Equity has completed over 100
acquisitions with more than $27.5 billion in aggregate annual revenue at the time of acquisition.
For more information, go to www.platinumequity.com.
Important Additional Information will be Filed with the SEC
In connection with the proposed transaction, American Commercial Lines Inc. will file or furnish
relevant documents, including a proxy statement, concerning the proposed transaction with the SEC.
Investors and stockholders of American Commercial Lines Inc. are urged to read the proxy statement
and other relevant materials when they become available because they will contain important
information about American Commercial Lines Inc. and the proposed transaction. The final proxy
statement will be mailed to the companys stockholders.
Investors and stockholders may obtain a free copy of the proxy statement and any other relevant
documents filed or furnished by American Commercial Lines Inc. with the SEC (when available) at the
SECs Web site at www.sec.gov. In addition, investors and stockholders may obtain free copies of
the documents filed with the SEC by American Commercial Lines Inc. by contacting American
Commercial Lines Inc. by e-mail at aclinesinvestor@aclines.com or by phone at
800-842-5491 or by going to the investor relations portion of American Commercial Lines Inc.s
website, www.aclines.com.
American Commercial Lines Inc. and its directors and certain executive officers may be deemed to be
participants in the solicitation of proxies from American Commercial Lines Inc. stockholders in
respect of the proposed transaction. Information about the directors and executive officers of
American Commercial Lines Inc. and their respective interests in American Commercial Lines Inc. by
security holdings or otherwise is set forth in its proxy statement for the 2010 Annual Meeting of
Stockholders, which was filed with the SEC on April 16, 2010 and its Annual Report on Form 10-K for
the year ended December 31, 2009, which was filed with the SEC on March 10, 2010. Stockholders may
obtain additional information regarding the interests of American Commercial Lines Inc. and its
directors and executive officers in the Merger, which may be different than those of the Companys
stockholders generally, by
reading the proxy statement and other relevant documents regarding the Merger, when filed with the
SEC. Each of these documents is, or will be, available as described above.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the safe
harbor provisions of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not historical facts. Words such as expect(s),
feel(s), believe(s), will, may, anticipate(s), intend(s) and similar expressions are
intended to identify such forward-looking statements. These statements include, but are not limited
to, the expected timing of the acquisition; the ability of Platinum Equity and ACL to close the
acquisition; and statements regarding future performance. All of such information and statements
are subject to certain risks and uncertainties, the effects of which are difficult to predict and
generally beyond the control of American Commercial Lines Inc., that could cause actual results to
differ materially from those expressed in, or implied or projected by, the forward-looking
information and statements. These risks and uncertainties include, but are not limited to: (i)
uncertainties associated with the acquisition of the Company by Platinum Equity, LLC, (ii)
uncertainties as to the timing of the merger; (iii) failure to receive approval of the transaction
by the stockholders of American Commercial Lines Inc.; (iv) the ability of the parties to satisfy
closing conditions to the transaction, including the receipt of regulatory approvals; (v) changes
in economic, business, competitive, technological and/or regulatory factors; and (vi) those risks
identified and discussed by American Commercial Lines Inc. in its filings with the U.S. Securities
and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof. Neither Platinum Equity, LLC nor American
Commercial Lines Inc. undertakes any obligation to republish revised forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated
events. Readers are also urged to carefully review and consider the various disclosures in American
Commercial Lines Inc.s SEC periodic and interim reports, including but not limited to its Annual
Report on Form 10-K for the fiscal year ended December 31, 2009, Quarterly Report on Forms 10-Q for
the fiscal quarters ended March 31 and June 30, 2010 and Current Reports on Form 8-K filed from
time to time by American Commercial Lines. Inc. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this press release. All
forward-looking statements are qualified in their entirety by this cautionary statement.
Contact:
David T. Parker
Vice President, Investor Relations
and Corporate Communications
(800) 842-5491
David T. Parker
Vice President, Investor Relations
and Corporate Communications
(800) 842-5491