VIENNA and DALLAS, July 12 /PRNewswire/ -- RHI AG
(Vienna Stock Exchange: RHI) and Global Industrial Technologies, Inc.
(NYSE: GIX) today announced the signing of a definitive agreement under which
a subsidiary of RHI AG will make a cash tender offer to purchase all
outstanding shares of Global for $13 per share, or approximately $300 million,
in cash. The total transaction value, including Global's indebtedness, will
be over $500 million. The definitive agreement has been approved by the
parties' boards of directors.
The tender offer will commence no later than Friday, July 16, 1999. The
completion of the tender offer is conditioned on at least a majority of the
outstanding Global shares having been tendered and not withdrawn, RHI's
obtaining arrangement of financing and regulatory and other customary
conditions.
The definitive agreement also provides that, following completion of the
tender offer, the RHI subsidiary will merge with and into Global. When the
merger becomes effective, each outstanding share of Global will be converted
into the right to receive $13 per share and Global will become a subsidiary of
RHI.
The Americas operations of RHI's refractories subsidiary, VRD
(Veitsch-Radex-Didier), are conducted by North American Refractories Company
(NARCO), a Cleveland-based subsidiary of RHI.
Dr. Georg Obermeir, RHI's Chairman, said, "The acquisition of Global will
permit us to operate more efficiently, thereby permitting us to better serve
our customers around the world. We are delighted that Global, including its
Harbison-Walker business, will be joining our group of companies."
Rawles Fulgham, Chairman and Chief Executive Officer of Global, stated,
"We are pleased the process Global's Board initiated in March to evaluate
strategic alternatives has achieved our goal of enhancing shareholder value.
We are also very pleased we will be combining Global with RHI, a very strong
company highly experienced in worldwide industrial manufacturing. Our
customers will be well served by this combination, and our employees will be
part of a larger and more diverse organization."
Global was advised by and received fairness opinions from Wasserstein
Perella & Co., Inc. and J. P. Morgan & Co., Inc. in connection with the
transaction. Deutsche Banc Alex.Brown and Jones, Day, Reavis & Pogue are
RHI's financial and legal advisors in the transaction.
RHI is a global operator in the refractories, engineering, insulating and
waterproofing sectors with over 10,000 employees at more than 50 locations
spanning all five continents. RHI is the world market leader for refractories
and a vital partner to all industries whose activities require high
temperature production processes. RHI's customers include the steel, cement,
glass and nonferrous metals industries. In 1998 RHI reported earnings before
tax of (U.S.) $68.0 million on sales of (U.S.) $1.6 billion.
Global is a major manufacturer of technologically advanced industrial
products that support high-growth markets around the world. Products include
modular cells for refining nonferrous metals; premium refractories for lining
heat-containing industrial vessels such as steel furnaces; raw materials used
to make refractory products; processing and recycling equipment. For the
first quarter ended March 31, 1999, Global reported operating earnings from
continuing operations of $ 14.0 million on revenues of $141.8 million.
Forward-looking statements in this press release involve risks and
uncertainties that could cause actual results to differ from those
contemplated. Factors which could cause those differences include the terms
and availability of financing, actions by other persons, legal and regulatory
requirements and other factors.
SOURCE Global Industrial Technologies, Inc.
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http://www.prnewswire.com/comp/422169.html or fax,
800-758-5804, ext. 422169
CONTACT:
Peter Hofmann of RHI AG in Austria,
43-1-50213-123; or George Pasley, Vice President Communications
of Global Industrial Technologies, Inc., 214-953-4510
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