CHICAGO, April 20 /PRNewswire/ -- Borg-Warner Security Corporation
(NYSE: BOR) today announced that the company and a group of Merrill Lynch
affiliated entities (the "ML Group") have reached an agreement for the
purchase of 4,350,000 shares of the company's common stock from ML Group. The
agreed upon purchase price is $18.375 per share, or approximately $80 million,
which represents a $0.50 discount to the closing market price on April 19,
1999. The purchase will be financed with existing cash reserves and
borrowings under the company's revolving credit facility. As to its remaining
shares of the company's common stock, ML Group intends, subject to market
conditions, to sell substantially all of such shares in an underwritten
public offering prior to year-end.
The purchase transaction has been approved by the Board of Directors
subject to obtaining any necessary consents from the company's lenders and
bondholders.
John Edwardson, president and chief executive officer stated, "We are
extremely pleased to have reached this agreement with ML Group, an agreement
which benefits all shareholders. This action will positively impact earnings
per share and should ultimately increase the number of shares which are
available to trade on a daily basis. In addition, our financial position will
remain strong, enabling us to build future revenue and earnings per share
growth through value-creating acquisitions."
Borg-Warner Security Corporation is North America's largest provider of
physical security and related services with 73,000 employees and more than 300
offices throughout the United States, Canada, the United Kingdom and Colombia.
The company offers a complete range of security solutions including armed and
unarmed physical security, foot and vehicle patrol, access control and
monitoring, background and drug screening, investigative services, contract
staffing, and other specialized security services.
Risks and uncertainties that may affect projections include the cost and
availability of labor, the ability to manage the risks associated with the
services provided by the company, the ability to acquire other security
businesses at attractive prices and successfully integrate such acquisitions
into existing operations, and the other factors listed in
Exhibit 99 to the company's Form 10-K for the year ended December 31, 1998.
A registration statement relating to the securities to be sold by the ML
Group has not yet been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This press release
shall not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
For a copy of this press release or for additional information on the
company, contact the company's web site at http://www.Borg-WarnerSecurity.com or
http://www.prnewswire.com.
SOURCE Borg-Warner Security Corporation
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Related links:
http://www.Borg-WarnerSecurity.com
Company News On-Call:
http://www.prnewswire.com/comp/120940.html or fax,
800-758-5804, ext. 120940
CONTACT:
Analysts, Jeff Cartwright, 312-322-8836, or
Media, Lynne Glovka, 312-322-8511, both of Borg-Warner Security
Corporation
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