Lamar Advertising Company to Acquire Obie Media Corporation
BATON ROUGE, La. and EUGENE, Ore., Sept. 20 /PRNewswire-FirstCall/ -- Lamar
Advertising Company (NASDAQ:LAMR) and Obie Media Corporation (NASDAQ:OBIE)
jointly announced today that they have a signed a merger agreement under which
Lamar will acquire Obie in a stock-for-stock transaction.
Under the terms of the merger agreement, Lamar will acquire all of Obie's
outstanding stock for approximately $43 million, or approximately $7.00 per
share of Obie common stock. At the effective time of the merger, all shares of
Obie common stock will convert into shares of Lamar Class A common stock. Lamar
expects to issue an aggregate of approximately 1.0 million shares of Lamar
Class A common stock in the merger, based on today's closing stock price.
Under the terms of the merger agreement, Lamar may elect to pay a portion of
the purchase price in cash. In connection with the merger, Lamar will also
assume the indebtedness of Obie outstanding on the closing, which is expected
to be approximately $23 million. The merger, which has been approved by the
board of directors of both companies, is subject to the approval of the
stockholders of Obie and the satisfaction of customary closing conditions. The
merger is expected to close in early 2005.
Kevin P. Reilly, Jr., Chairman, President and Chief Executive Officer of Lamar,
stated, "Obie has assembled an outstanding collection of assets which are
managed and operated by a highly skilled and professional group of individuals. We are very pleased with this addition to our existing core. We look forward
to the opportunities this transaction holds for Lamar." Brian Obie, Chairman, President and Chief Executive Officer of Obie, stated,
"We view this as a great opportunity for Obie, its employees and stockholders.
Lamar is a leading outdoor advertising company with a 102 year history. The
innovative sales, art and production services that Obie has pioneered in the
transit advertising business will contribute to that long-standing tradition of
service." ABOUT LAMAR Lamar Advertising Company is a leading outdoor advertising company and
currently operates 152 outdoor advertising companies in 43 states numerous,
logo advertising businesses in 20 states and the province of Ontario, Canada,
and 34 transit advertising franchises in 12 states.
ABOUT OBIE Obie Media Corporation is a leading full-service out-of-home advertising
company. Obie sells, designs, produces and installs out-of-home advertising
displays which include transit posters, billboards, wallscapes, transit
shelters and bus benches throughout the United States and Canada.
Obie holds 38 exclusive agreements with transit districts in both the United
States and Canada and operates transit advertising displays on over 7,000
transit vehicles. These transit districts are located include 8 of the 30
largest US markets -- Dallas, TX, Portland, OR, St. Louis, MO, Sacramento, CA,
Hartford, CT, Fort Lauderdale, FL, Indianapolis, IN and Kansas City, MO. Obie
also operates the third largest Canadian market -- Vancouver, British Columbia.
Obie operates over 1,100 billboards primarily located in Washington, Oregon,
California, Montana, Wyoming, Utah, South Dakota and Idaho. Many are
directional billboards and are located along major thoroughfares.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS Statements in this press release regarding the proposed transaction between
Lamar and Obie, the expected timetable for completing the transaction, future
financial and operating results, benefits and synergies of the transaction,
future opportunities for the combined company and any other statements about
Lamar or Obie managements' future expectations, beliefs, goals, plans or
prospects constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Any statements that are not
statements of historical fact (including statements containing the words
"believes," "plans," "anticipates," "expects," estimates and similar
expressions) should also be considered to be forward-looking statements. There
are a number of important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking statements,
including: the ability to consummate the transaction, the ability of Lamar to
successfully integrate Obie's operations and employees; the ability to realize
anticipates synergies and cost savings; and the other factors described in
Lamar's Annual Report on Form 10-K for the year ended December 31, 2003 and
Obie's Annual Report on Form 10-K for the year ended November 30, 2003 and
their most recent quarterly report filed with the SEC. Lamar and Obie disclaim
any intention or obligation to update any forward-looking statements as a
result of developments occurring after the date of this press release.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC Lamar plans to file with the SEC a Registration Statement on Form S-4 in
connection with the transaction and Obie plans to file with the SEC and mail to
its stockholders a Proxy Statement/Prospectus in connection with the
transaction. The Registration Statement and the Proxy Statement/Prospectus will
contain important information about Lamar, Obie, the transaction and related
matters. Investors and security holders are urged to read the Registration
Statement and the Proxy Statement/Prospectus carefully when they are available.
Investors and security holders will be able to obtain free copies of the
Registration Statement and the Proxy Statement/Prospectus and other documents
filed with the SEC by Lamar and Obie through the web site maintained by the SEC
at http://www.sec.gov/.
In addition, investors and security holders will be able to obtain free copies
of the Registration Statement and the Proxy Statement/Prospectus from Lamar by
contacting Keith Istre or from Obie by contacting Gary Liversay.
Lamar and Obie, and their respective directors and executive officers, may be
deemed to be participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement. Information regarding
Lamar's directors and executive officers is contained in Lamar's Form 10-K for
the year ended December 31, 2003 and its proxy statement dated April 19, 2004,
which are filed with the SEC. Information regarding Obie's directors and
executive officers is contained in Obie's Form 10-K for the year ended November
30, 2003 and its proxy statement dated May 4, 2004, which are filed with the
SEC.
In addition to the Registration Statement and the Proxy Statement/Prospectus,
Lamar and Obie file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements
and other information filed by Lamar and Obie at the SEC public reference room
at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
800-SEC-0330 for further information about the public reference room. Investors
and security holders will be able to obtain free copies of these documents
through the web site maintained by the U.S. Securities and Exchange Commission
at http://www.sec.gov/. DATASOURCE: Obie Media Corporation CONTACT: Keith Istre, Chief Financial Officer of Lamar Advertising Company, +1-225-926-1000; or Gary Livesay, Chief Financial Officer of Obie Media Corporation, +1-541-686-8400 Web site: http://www.obie.com/
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