Parker Hannifin Completes Acquisition of Denison International
February 12 2004 - 4:01PM
PR Newswire (US)
Parker Hannifin Completes Acquisition of Denison International
Denison Adds Hydraulic Leadership in Europe and Asia CLEVELAND and
MARYSVILLE, Ohio, Feb. 12 /PRNewswire-FirstCall/ -- Parker Hannifin
Corporation and Denison International plc today announced the
successful completion of Parker's tender offer to purchase all of
the outstanding shares of Denison for $24.00 per share in cash
without interest, including all of the outstanding A Ordinary
Shares (par value of 8.00 pounds Sterling per share) and Ordinary
Shares (par value of $0.01 per share), including those represented
by American Depositary Shares, that were outstanding at any time
during the offer. (Logo:
http://www.newscom.com/cgi-bin/prnh/19990816/PHLOGO ) "We are
extremely pleased to welcome Denison into Parker's worldwide family
of leading motion-control technologies," said President and CEO Don
Washkewicz. "Denison's excellent performance and established
leadership in Europe and Asia will make us stronger, and accelerate
our growth momentum in these regions." Parker Hydraulics Group
President Lee Banks said Denison, which had annual revenues of
approximately $180 million, will operate as a division of the
Hydraulics Group. Denison employs approximately 1,150 people in
Europe, Asia and North America, with 61 percent of revenues in
Europe, where the business consistently achieves strong profit
margins. Among Denison's specialized technologies are hydraulic
vane pumps, hydrostatics and an innovative, digitally controlled
fan-drive system. "We are absolutely dedicated to growing the
Denison business," said Banks. "We'll move quickly to integrate
back-office systems, but top priority will be to serve our
customers while keeping the strong operating performance of the
business intact. We can learn a lot from the people who have made
this business a leading performer in Europe, and we have tremendous
opportunity to grow the business further, especially given robust
demand in the industrial and mobile markets of Asia, and our
number-one position in the Americas." Parker acquired Denison's
cash in closing the transaction. As of December 31, 2003, Denison's
balance sheet reflected $61.7 million in cash with $0.7 million in
notes payable. In the offer, which commenced on December 19, 2003
and expired at 8 a.m. (ET) today, February 12, 2004, a total of
6,973 A Ordinary Shares and 10,163,704 Ordinary Shares (including
American Depository Shares) were validly tendered and not withdrawn
(with 2,600 of these Ordinary Shares tendered pursuant to
guaranteed delivery procedures). These totals represent
approximately 99 percent of Denison's outstanding A Ordinary Shares
and approximately 96 percent of Denison's outstanding Ordinary
Shares, including those represented by American Depository Shares.
Parker intends to exercise its right to acquire compulsorily the
remaining outstanding A Ordinary Shares and Ordinary Shares for
$24.00 per share in cash, pursuant to sections 428 and 430 F of the
UK Companies Act 1985. Denison International plc is an industrial
manufacturer and service provider for highly engineered hydraulic
fluid power systems and components. For more information about
Denison and its products, please visit
http://www.denisonhydraulics.com/. With annualsales of $6 billion,
Parker Hannifin is the world's leading diversified manufacturer of
motion and control technologies and systems, providing
precision-engineered solutions for a wide variety of commercial,
mobile, industrial and aerospace markets. Parker employs more than
45,000 people in 44 countries around the world. Parker has
increased annual dividends paid to shareholders for 47 consecutive
years, which is among the top five longest-running
dividend-increase records in the S&P 500 index. For more
information, visit Parker's web site at http://www.parker.com/, or
its investor information site at http://www.phstock.com/.
Forward-Looking Statements: Parker Hannifin: Forward-looking
statements contained in this and other written and oral reports are
made based on known events and circumstances at the time of
release, and as such, are subject in the future to unforeseen
uncertainties and risks, including the ability to promptly
consummate the compulsory acquisition. All statements regarding
future performance, earnings projections, events or developments,
including expectations relating to Parker's success and timing in
integrating the acquisition of Denison, the realization of growth
and earnings opportunities arising out of such acquisition and the
maintenance of customer relationships throughout the integration
process, as well as the compulsory acquisition and its timing, are
forward-looking statements. It is possible that the future
performance of the company may differ materially from current
expectations depending on economic conditions within its industrial
markets, and the company's ability to achieve anticipated benefits
associated with announced realignment activities, strategic
initiatives to improve operating margins, and growth initiatives. A
change in economic conditions in individual markets may have a
particularly volatile effect on segment results. Among the other
factors which may affect future performance are: changes in
business relationships with and purchases by or from major
customers or suppliers, including delays or cancellations in
shipments; uncertainties surrounding timing, successful completion
or integration of acquisitions; threats associated with and efforts
to combat terrorism; competitive market conditions and resulting
effects on sales and pricing; increases in raw-material costs that
cannot be recovered in product pricing; and global economic
factors, including currency exchange rates, difficulties entering
new markets and general economicconditions such as interest rates.
The company makes these statements as of the date of this
disclosure, and undertakes no obligation to update them. Denison
International: This document includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such forward-looking statements are subject to certain
risks and uncertainties, which could cause actual results to differ
materially from those currently anticipated. Shareholders,
potential investors and other readers are urged to consider these
factors carefully in evaluating the forward-looking statements. The
forward-looking statements made herein are only made as of the date
ofthis press release and Denison International plc undertakes no
obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances.
http://www.newscom.com/cgi-bin/prnh/19990816/PHLOGO
http://photoarchive.ap.org/ DATASOURCE: Parker Hannifin Corporation
CONTACT: Media, Lorrie Paul Crum, VP - Corp. Communications,
+1-216-896-2750, or After hours, +1-330-666-4196, or , or Financial
Analysts, Pamela Huggins, VP & Treasurer, +1-216-896-2240, or ,
both of Parker Hannifin Corporation Web site:
http://www.phstock.com/ http://www.denisonhydraulics.com/
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