ISS Recommends that Stewart & Stevenson Shareholders Vote 'FOR' Proposed Merger with Armor Holdings, Inc.
April 26 2006 - 8:30AM
PR Newswire (US)
HOUSTON, April 26 /PRNewswire-FirstCall/ -- Stewart & Stevenson
Services, Inc. (NYSE:SVC) today announced that Institutional
Shareholder Services (ISS) recommended that Stewart & Stevenson
shareholders vote "FOR" the proposed merger with Armor Holdings,
Inc. (NYSE:AH) at Stewart & Stevenson's May 9, 2006 special
meeting of shareholders. Shareholders of record as of the close of
business on April 5, 2006 will be entitled to vote at the special
meeting. ISS is a leading independent U.S. proxy advisory firm and
its voting analyses and recommendations are relied upon by hundreds
of major institutional investment funds, mutual funds and
fiduciaries throughout the country. To follow ISS's recommendation,
Stewart & Stevenson shareholders should vote FOR the Company's
proposed merger with Armor Holdings on the Company's proxy card. In
recommending that Stewart & Stevenson shareholders vote FOR the
proposed merger with Armor Holdings, ISS stated that: -- "We
believe that the choices made by the board were a reasonable
exercise of their business judgment at the time they were made, and
that such choices led to a full and fair value that is available to
shareholders immediately and that is not subject to regulatory
risk."* -- "In conclusion, we believe that the downside risk of SVC
shareholders not approving a full and fair price is greater than
the potential upside from a theoretical bump in the bid. As such,
we recommend that long-term shareholders vote for the AH
transaction."* * Permission to use quotations from the ISS report
was neither sought nor obtained. "We are pleased that ISS has
recommended that Stewart & Stevenson shareholders vote FOR our
proposed merger with Armor Holdings," said Max L. Lukens, President
and Chief Executive Officer of Stewart & Stevenson. "Our Board
of Directors unanimously concluded that the significant cash
premium presented by Armor Holdings' proposed merger is the best
way to deliver enhanced value to shareholders. We urge Stewart
& Stevenson shareholders to vote "FOR" the proposed merger with
Armor Holdings today." On February 27, 2006, Stewart &
Stevenson and Armor Holdings entered into a definitive merger
agreement, pursuant to which Armor Holdings would acquire all of
the outstanding common stock of Stewart & Stevenson for $35.00
per share in cash. On April 19, 2006, the U.S. Department of
Justice and the U.S. Federal Trade Commission granted early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, in connection with
the proposed transaction. The transaction is expected to close
promptly after the special meeting. Shareholders are encouraged to
read Stewart & Stevenson's definitive proxy materials in their
entirety as they provide, among other things, a detailed discussion
of the process that led to the proposed merger and the reasons
behind the Stewart & Stevenson Board of Directors' unanimous
recommendation that shareholders vote FOR the approval and adoption
of the merger agreement and the merger. Stewart & Stevenson
shareholders are reminded that their vote is important, and a
failure to vote has the same effect as a vote against the merger
proposal. Shareholders may be able to vote their shares by
telephone or by the Internet, and are advised that if they have any
questions or need any assistance in voting their shares, they
should contact Stewart & Stevenson's proxy solicitor, MacKenzie
Partners, Inc. Toll-Free at 800-322-2885. About Stewart &
Stevenson Stewart & Stevenson Services, Inc., founded in 1902,
is primarily engaged in the design, manufacture and service of
medium and light tactical vehicles for the U.S. Army and others
worldwide. Stewart & Stevenson Services, Inc. is not affiliated
with Stewart & Stevenson LLC. For more information on Stewart
& Stevenson Services, Inc., visit http://www.ssss.com/.
Forward-Looking Statements Certain matters discussed in this press
release constitute forward-looking statements that involve risks
and uncertainties that could cause actual results to differ
materially from those projected. These statements may be identified
through the use of words such as "anticipates," "believes,"
"plans," "potentially," "expects," "intends," "future," and similar
expressions. These risks and uncertainties are described in Stewart
& Stevenson Services, Inc.'s filings with the SEC, including
Stewart & Stevenson Services, Inc.'s Annual Report on Form 10-K
for the fiscal year ended January 31, 2006, which are available at
the SEC's web site at http://www.sec.gov/ . Additional Information
and Where to Find It In connection with the proposed transaction,
Stewart & Stevenson has filed a definitive proxy statement with
the SEC to be used to solicit shareholder approval of the proposed
transaction, as well as other relevant documents concerning the
proposed transaction. Stewart & Stevenson shareholders are
urged to read the definitive proxy statement regarding the proposed
transaction and any other relevant documents filed with the SEC, as
well as any amendments or supplements to those documents, because
they will contain important information about Stewart &
Stevenson, the proposed transaction and related matters. The
definitive proxy statement has been mailed to the shareholders of
Stewart & Stevenson. You will be able to obtain a free copy of
the definitive proxy statement, as well as other filings containing
information about Stewart & Stevenson with the SEC at the SEC's
website at http://www.sec.gov/. Copies of the definitive proxy
statement and the SEC filings that will be incorporated by
reference in the definitive proxy statement can also be obtained,
when available, without charge, by directing a request to Stewart
& Stevenson Services, Inc., Investor Relations, P.O. Box 1637,
Houston, Texas 77251 or at Stewart & Stevenson Services, Inc.'s
Investor Relations page on its corporate website at
http://www.ssss.com/. You can also contact Dan Burch or Charlie
Koons of MacKenzie Partners, Inc., Stewart & Stevenson's proxy
solicitor, if you have any questions relating to the transaction at
800-322-2885. Stewart & Stevenson and its 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 Stewart &
Stevenson's directors and executive officers and the interests of
those participants may be obtained by reading the proxy statement
regarding the proposed merger and Stewart & Stevenson's Annual
Report on Form 10-K for the fiscal year ended January 31, 2006.
Contact: L. Scott Biar, CFO and Treasurer Stewart & Stevenson
Services, Inc. 713-868-7700 Dan Burch / Charlie Koons MacKenzie
Partners, Inc. 212-929-5500 800-322-2885 Matt Sherman / Sharon
Goldstein Joele Frank, Wilkinson Brimmer Katcher 212-355-4449
DATASOURCE: Stewart & Stevenson Services, Inc. CONTACT: L.
Scott Biar, CFO and Treasurer of Stewart & Stevenson Services,
Inc., +1-713-868-7700; or Dan Burch, or Charlie Koons, both of
MacKenzie Partners, Inc., +1-212-929-5500, 1-800-322-2885; or Matt
Sherman, or Sharon Goldstein, both of Joele Frank, Wilkinson
Brimmer Katcher, +1-212-355-4449 Web site: http://www.ssss.com/
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