Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Aalberts NV Capital/Financing Update 2007

Feb 13, 2007

3799_iss_2007-02-13_8d1acbeb-16c0-4863-8581-34c14284e017.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

Press release

Not for release, distribution or publication into or in the United States, Australia, Canada or Japan.

Aalberts Industries

date 13 February 2007

more information J. Aalberts

phone +31 (0)343 565 080

e-mail [email protected]

Strategic expansion of Aalberts Industries Flow Control in North America

Aalberts Industries N.V., which operates in the fields of Industrial Services and Flow Control, has reached agreement with Tomkins Industries, Inc. to acquire 100% of the shares of LASCO Fittings, Inc., a leading US manufacturer and distributor of plastic fittings and related accessories for the plumbing, irrigation and pool/spa markets. The acquisition will be effected subsequent to finalizing all formalities, which is expected before March 1st, 2007.

With more than 500 employees generating an annual turnover of approximately USD 104 million (about EUR 80 million), LASCO Fittings is one of the key players in the American market for plastic plumbing, irrigation and spa & pool solutions. Additionally it has a comprehensive range of Flow Control products in its portfolio for both the retail and industrial sector. LASCO Fittings operates one manufacturing facility in Brownsville, Tennessee and has a nationwide distribution network of regional service centers.

Customers of LASCO Fittings' include the major plumbing buying groups and wholesalers, big box retail chains and pool & irrigation distributors. In addition, the company has strong relationships with international golf course specification agencies and developers. LASCO Fittings serves its customer base through its own sales teams complemented by a national and international network of independent manufacturers' representatives. Through its broad distribution network, LASCO Fittings provides differentiated, customer-oriented service including nationwide overnight delivery together with field and technical support.

The acquisition of LASCO Fittings fits into the strategy of Aalberts Industries, which is aimed at continuously strengthening of the group's position in the global Flow Control market. In 2004, Elkhart Products Corporation (EPC), an Indiana based producer and distributor of copper fittings, was acquired as strategic entrance into the American Flow Control market. Since then EPC has, through organic developments and by leveraging the know how of its sister companies in the group, significantly strengthened its market position as one of the leading copper fitting producers and distributors in the US. With the acquisition of LASCO Fittings, the next major strategic step is taken into the US market that will directly contribute to fulfilling customers' plumbing requirements and

Aalberts Industries N.V.

Sandenburgerlaan 4 3947 CS Langbroek P.O. Box 11 3940 AA Doorn The Netherlands

(t) +31 343 565080 (f) +31343 565081

(e) [email protected] (w) www.aalberts.nl

Trade Register Utrecht No. 30089954

ABN AMRO Bank No. 41.97.88.573

VAT No. NL005850897B06


Press release

Not for release, distribution or publication into or in the United States, Australia, Canada or Japan.

Aalberts Industries

provide Aalberts Industries with a strategic entrance into the (inter)national irrigation and pool/spa markets.

First and foremost, this acquisition strengthens Aalberts Industries' activities in a geographical sense: LASCO Fittings' strong presence in North America, coupled with a solid export into the international irrigation markets, ensures the strategic expansion of Aalberts Industries' coverage of the US Flow Control market. Secondly, the acquisition provides Aalberts Industries with a broad range of complementary plastic products, a strong customer base and a nationwide sales & distribution network. LASCO Fittings' extensive range of plastic fittings and accessories for the plumbing sector form an important expansion of EPC's copper products portfolio, particularly for a number of strategic buying groups and wholesalers.

In addition, LASCO Fittings provides Aalberts Industries with a strategic entrance into the regional, national and international irrigation markets. The company is also active in the plumbing sector through its drain, waste and vent applications. This product package also fully complements that of Aalberts Industries and will enable it to penetrate this market.

LASCO Fittings' plastic production knowledge and expertise are also largely complementary to Aalberts Industries' existing activities in Europe. Aalberts Industries has developed and introduced a range of plastic products through its German subsidiary Simplex Armaturen + Fittings and the recent acquisitions of KAN (Poland) and Comap (France). The LASCO Fittings acquisition will enable Aalberts Industries to consolidate its knowledge and accelerate the time to market for new plastic products and solutions both in Europe and the US.

It is expected that LASCO Fittings' results will be consolidated with effect from March 1st, 2007, and will make a direct contribution to earnings per share. In order to finance the acquisition of LASCO Fittings, Aalberts Industries intends to issue 750,000 ordinary shares by way of an accelerated bookbuilt offering without a prospectus. Based on the closing price of Monday 12 February 2007 of EUR 73.30, this issue will involve an amount of approximately EUR 55 million. The new ordinary shares will be offered to institutional investors outside the US by means of a private placement (Regulation S). The ordinary shares to be issued will be fully entitled to receive dividends over the financial year 2006 and subsequent years and are interchangeable with shares already issued. Aalberts Industries has instructed ABN AMRO Rothschild to act as Sole Global Co-ordinator and Bookrunner in respect of the proposed offering. The offering will be launched immediately following this announcement and is expected to close on Tuesday 13 February 2007 at 17:30 hours CET, but may be closed earlier or later at the discretion of ABN AMRO Rothschild. The offering is subject to the usual conditions, including listing of the new shares on Euronext Amsterdam N.V.'s Eurolist by Euronext, but is not dependent on the completion of the acquisition of LASCO Fittings. The payment on and issue of the shares (settlement) is expected to take place on Friday, 16 February 2007. The remaining part of the purchase price to be paid for the acquisition of LASCO Fittings will be financed through credit facilities.

page 2 of 3


Press release

A

Aalberts Industries

Not for release, distribution or publication into or in the United States, Australia, Canada or Japan.

Aalberts Industries notifies, subject to audit, that operating profit, net profit and earnings per share (all results before amortisation) in the second half of 2006 are expected to be approximately 10% higher than in the first half of 2006.

Aalberts Industries will organize a conference call today, February 13, 2007 at 10.00 hours CET. Topic of the conference call will be the acquisition of LASCO Fittings followed by a question and answer session. To participate in the conference call, please call the following number within 10 minutes prior to commencement:

Dial in number: +31 (0)20 718 8530 - Pass code: 8806073

For more information about LASCO Fittings please visit: www.lascofittings.com

RESTRICTIONS

This announcement is not an offer to sell or a solicitation of any offer to buy the securities of Aalberts Industries N.V. (the "Company", and such securities, the "Securities") in the United States or in any other jurisdiction.

The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States unless registered under the Securities Act or an exemption from such registration is available. No public offering of Securities of the Company is being made in the United States.

This communication is directed only at (i) persons outside the United Kingdom, or (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. Any investment or investment activity to which this communication relates is available only to and will be engaged in only with such persons. Persons within the United Kingdom who receive this communication (other than persons falling within (ii) and (iii) above) should not rely on or act upon this communication.

In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA member state that has implemented Directive 2003/71/EC (for the purposes of this paragraph, together with any applicable implementing measures in any member state, the 'Prospectus Directive'), this announcement and the offer are only addressed to and directed at persons in that member state who are qualified investors within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state.

page 3 of 3