US, German and Norwegian Antitrust Waiting Periods Expire for Simrad Yachting's Acquisition of Lowrance Electronics, Inc.; Antit
February 23 2006 - 8:00AM
Business Wire
Simrad Yachting AS and Lowrance Electronics, Inc. (Nasdaq:LEIX)
announced today that the waiting period under the Norwegian
Competition Act applicable to Simrad Yachting's pending acquisition
of Lowrance expired. The waiting periods under the U.S.
Hart-Scott-Rodino Antitrust Improvements Act and the German Act
Against Restraints of Competition expired on February 14, 2006,
and, therefore, the expiration of the waiting period under the
Norwegian Competition Act means that the condition to the tender
offer related to U.S. and foreign antitrust approvals has now been
satisfied. Simrad Yachting and Lowrance announced on January 30,
2006 that they had reached a definitive merger agreement pursuant
to which Navico Acquisition Corp., a wholly owned subsidiary of
Simrad Yachting, would acquire Lowrance by means of a cash tender
offer at $37 per share and second step merger at the same price. In
addition to the antitrust conditions, the tender offer is subject
to a majority minimum tender condition and other customary
conditions, but is not subject to any financing condition. Lowrance
is one of the world's largest providers of marine electronics to
leisure boats and has a particularly strong presence in the fish
finders and GPS navigation systems segments of the market. In
addition to marine electronic products, Lowrance has produced for
over 10 years hand held GPS mapping products for campers and hikers
as well as GPS navigation systems for the automotive and aviation
markets. Simrad Yachting is a leading provider of marine
electronics to high-end leisure boats and smaller commercial
vessels. Notice to Lowrance stockholders: This announcement is
neither an offer to purchase nor a solicitation of an offer to sell
securities. The tender offer is being made pursuant to a Tender
Offer Statement on Schedule TO (including the Offer to Purchase,
Letter of Transmittal and other related tender offer materials)
filed by Simrad Yachting and Navico with the SEC. In addition,
Lowrance filed a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC with respect to the tender offer. The Tender
Offer Statement (and related materials) and the
Solicitation/Recommendation Statement contain important information
that should be read carefully before any decision is made with
respect to the tender offer. Those materials may be obtained for
free upon request to Morrow & Co., Inc., the information agent
for the tender offer, at 470 West Avenue, Stamford, CT 06902, by
calling toll free at 800-607-0088. In addition, all of those
materials (and all other offer documents filed with the SEC) will
be available at no charge on the SEC's Web site www.sec.gov.
FORWARD-LOOKING STATEMENTS Certain statements in this announcement
may constitute "forward-looking statements." Actual results could
differ materially from those projected or forecast in the
forward-looking statements. The factors that could cause actual
results to differ materially include the level of shareholder
acceptance of the proposed transaction, any competing transactions,
satisfaction of the remaining conditions to the tender offer and
other factors which may affect the Company's business, financial
condition, results of operations, properties or prospects,
including those discussed in "Risk Factors" in Lowrance's Annual
Report on Form 10-K for the most recently ended fiscal year and
Lowrance's other filings with the SEC, which are available at
www.sec.gov. None of Lowrance, Simrad Yachting or Navico
Acquisition Corp. assumes any obligation to update the information
in this announcement, except as otherwise required by law. Readers
are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.
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