Genlyte Group Inc. (Genlyte) today announced it has entered into a definitive merger agreement with Philips Holding USA Inc. (Philips), a fully-owned subsidiary of Royal Philips Electronics pursuant to which Philips will acquire Genlyte in an all-cash transaction for approximately $2.7 billion USD that will create one of the world leaders in lighting fixtures, controls, and related products.
The acquisition will be conducted by means of a tender offer for all of the issued and outstanding shares of Genlyte, followed by the merger of Genlyte with Philips' acquisition subsidiary. The tender offer is subject to a number of customary closing conditions and is expected to close in the first quarter of 2008.
Under the terms of the merger agreement, Philips will commence a tender offer for all issued and outstanding shares of Genlyte stock at a price of $95.50 USD per share in cash within 10 business days of November 25, 2007. The Board of Directors of Genlyte has unanimously approved the transaction and has recommended that Genlyte stockholders accept the offer and tender their shares of Genlyte pursuant to the offer.
"This offer creates outstanding value for our stockholders and enables our management and talented associates to continue our successful strategy," says Larry K. Powers, chairman, president and CEO of Genlyte. "This reflects the strength of Genlyte's brands, strong customer relationships, and many years of successful growth in sales and earnings. We are especially pleased that we have the opportunity to build upon these assets as we join an entity that understands the lighting fixtures and controls industry and can bring us extensive creative solutions and financial resources to further grow our business. We view this merger as an exciting opportunity for everyone, and as a result the Board unanimously recommended the offer to our stockholders."
McDermott Will & Emery LLP served as legal advisor and Sagent Advisors Inc. and J.P. Morgan Securities Inc. served as financial advisors to Genlyte.
Live audio of Genlyte's conference call with securities analysts, which took place today at 11am EDT can be accessed from the investor relations section of Genlyte's website or from www.visualwebcaster.com/event.asp?id=44287. An audio replay of the call will be available for 90 days.
Important additional information will be filed with the Securities and Exchange Commission (SEC).