CHICAGO, Aug. 3 /PRNewswire/ -- Burns International Services Corporation
(NYSE: BOR) and Securitas AB, jointly announced today that they have signed a
definitive merger agreement in which Securitas will acquire all of the
outstanding shares of Burns International Services Corporation (Burns).
Securitas is a Swedish corporation (SSE: SECU) providing security services
worldwide. In the United States, Securitas provides services through its
Pinkerton subsidiary.
Pursuant to the agreement, Securitas will pay US $21.50 per share for each
outstanding share of Burns common stock. This offer represents a 62 percent
premium over the closing price of Burns common stock on Wednesday, August 2,
2000. Burns currently has approximately 19.9 million shares of common stock
outstanding. Including debt and other financial obligations, the transaction
has a total value of approximately US $650 million.
The transaction will be a cash tender offer for all Burns shares, followed
by a cash merger to acquire any shares not previously tendered. As a result
of the transaction, Burns will become a wholly owned subsidiary of Securitas.
Burns has granted Securitas an option to purchase up to 19.9 percent of Burns
shares under certain circumstances. In addition, the directors and certain
executives of Burns have committed to tender their shares, aggregating
approximately 4.5 percent, pursuant to the tender offer. The transaction has
been approved by the Boards of Directors of both Securitas and Burns.
Securitas expects to commence its cash tender offer early next week. The
offer will be conditioned upon, among other things, a majority of the shares
being properly tendered, as well as the expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
John A. Edwardson, chairman and chief executive officer of Burns, said, "I
am pleased that Burns will be joining the world's largest security
organization. This provides our customers unparalleled access to the best
security services in the world, and offers our employees exceptional career
growth opportunities."
Thomas Berglund, president and chief executive officer of Securitas,
stated, "Since summer 1999, the American guarding operations have been
reorganized with a clear focus on local responsibility for growth and
profitability. After the acquisitions of APS and First Security in January
2000, the number of regions has been increased, and these acquisitions are now
integrated and operations are developing according to plan. We are now ready
to take a new large step, and the acquisition of Burns will give us an
excellent position from which to lead the development of the American security
market."
Burns Profile
Chicago-based Burns International Services Corporation is the largest
U.S.-based provider of physical security and related services with 58,000
employees and more than 320 offices throughout the United States, Canada,
England, Scotland, Ireland, and Colombia. The company offers a complete range
of security solutions involving 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 and
support services.
Securitas Profile
Securitas is a 66 year old security company based in Stockholm, Sweden,
with annual revenues of approximately US $4 billion. Securitas employs over
150,000 people and operates in more than 30 countries throughout Europe and
North America. The company is a full service supplier of security solutions,
including security officer services, alarm services, central monitoring,
investigative services, and cash-in-transit services.
The tender offer described in this announcement has not yet commenced, and
this announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of Burns common stock. At the time that Securitas
commences its offer, it will file a tender offer statement with the Securities
and Exchange Commission and Burns will file a solicitation/recommendation
statement with respect to the offer. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer documents)
and the solicitation/recommendation statement will contain important
information which should be read carefully before any decision is made with
respect to the offer.
The offer to purchase, the related letter of transmittal and certain other
offer documents, as well as the solicitation/recommendation statement will be
made available to all shareholders of Burns, at no expense to them. The
tender offer statement (including the offer to purchase, the related letter of
transmittal and all other offer documents filed with the SEC) and the
solicitation/recommendation statement will also be available for free at the
SEC's website at http://www.sec.gov. These documents may also be obtained for free
(when available) from Mackenzie Partners, Inc., the information agent for the
offer, by calling toll-free 800-322-2885.
Certain statements in this announcement are "forward-looking statements"
as defined by the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve a number of risks and uncertainties that
could cause actual results to differ materially from those suggested by the
forward-looking statements. Such forward-looking statements should,
therefore, be considered in light of the risks, uncertainties, and other
information listed in Exhibit 99 to the company's Form 10-K for the year ended
December 31, 1999.
Burns will host a conference call Thursday, August 3, 2000 at noon eastern
time to discuss this press release. Interested parties can listen in on the
conference call by dialing 800-553-0288 within the U.S. or 612-332-1020 from
outside the U.S. A recording of the conference call will be available from
6:00 a.m. until midnight on Monday, August 7. To access the recording, call
800-475-6701 from within the U.S. and 320-365-3844 from outside the U.S. The
access code is 532151.
SOURCE Burns International Services Corporation
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Company News On-Call:
http://www.prnewswire.com/comp/120940.html or fax,
800-758-5804, ext. 120940
CONTACT:
Analysts, Anne Ireland, 312-322-8550, or
Media, Lynne Glovka, 312-322-8511, both of Burns International
Services Corporation
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