Message #1 From:
NewsBot Date: October 23, 2006 03:39:00 AM
PQE News Snap-on to Acquire Leading Provider of Automotive Parts and Service Information - ProQuest Business Solutions
KENOSHA, Wis.--(BUSINESS WIRE)--Snap-onIncorporated (NYSE:SNA), a leading global innovator,
manufacturer and marketer of tools, diagnostics and equipment solutions
for professional users, today announced that it has entered into a
definitive agreement to acquire ProQuest Business Solutions from
ProQuest Company (NYSE:PQE) for approximately $480 million in cash plus
the assumption of $19 million of debt.
ProQuest Business Solutions is a world leader in automotive parts and
service information. Its products are aimed at helping original
equipment manufacturers (OEMs) and their dealers enhance their service
operations. ProQuest Business Solutions’
products include integrated software, services and systems that
transform complex technical data for parts catalogs into easily accessed
electronic information (electronic parts catalogs (EPCs)). Other
products and services include warranty management systems and analytics
to help dealerships manage and track performance. Over 33,000 automotive
dealerships around the world use ProQuest Business Solutions’
EPCs, which are available in 26 different languages and support 15
automotive manufacturers and 31 brands. ProQuest Business Solutions’
products are also sold to over 85,000 dealers in the power equipment and
power sports markets. Unaudited revenues for the 12 months ended June
2006 were $185 million.
“This is a compelling strategic transaction
that affords exciting growth opportunities for our customers, associates
and shareholders,” said Jack D. Michaels,
Snap-on’s chairman, president and chief
executive officer. “Our Diagnostics and
Information Group has successfully built a solid financial and operating
platform and has earned the right to grow by acquisition. This
acquisition should further leverage that strength. ProQuest Business
Solutions’ ability to consolidate and
transform complex manufacturer data from disparate sources into
cohesive, integrated and highly customized systems makes it an important
addition to our Diagnostics and Information Group. By integrating our
complementary capabilities, we believe Snap-on will be uniquely
positioned to add value for global OEMs and enhance the productivity and
profitability of their dealerships.
“While we execute on this acquisition, we
will maintain the positive momentum achieved with our strategic growth
initiatives in Snap-on’s Commercial and
Industrial Group and Tools Group. We have great confidence that these
initiatives, together with this transaction, position Snap-on for
sustained growth and value creation,” said
Michaels.
“Snap-on shares our goal of being the global
provider of choice for integrated information solutions for the
automotive, power equipment and power sports markets,”
said Andrew Wyszkowski, president of ProQuest Business Solutions. “We
believe that together with Snap-on’s
diagnostics and information capabilities, we can further enhance our
offerings for our global OEM and dealership customers.”
“We have great admiration for the ProQuest
Business Solutions team and the record of innovation they have
established,” continued Michaels. “We
welcome ProQuest Business Solutions’
associates to Snap-on and anticipate them to be an important part of our
continued growth and success.”
Strategic and Financial Benefits of the Transaction
--
Expands Snap-on's Solutions Offering for Global Automotive OEM
Dealership Segment: The increasing complexity of vehicles with
advanced electronics has led to rising demand for superior
diagnostics and information solutions in the vehicle service and
repair marketplace. Through its Diagnostics and Information Group,
Snap-on currently offers a wide range of diagnostics software,
vehicle-service information and business management systems,
including a complete line of integrated software tools that
enables users to electronically access service repair and parts
information to maximize shop productivity. The acquisition of
ProQuest Business Solutions further expands this offering with
EPCs for OEM dealerships on a global basis and, along with
Snap-on's existing capabilities, enables Snap-on to provide its
global OEMs and their dealerships with complete parts and service
solutions.
--
Accelerates Snap-on's Earnings and Cash Flow Growth:
Snap-on expects the transaction to be accretive to earnings per
share (based upon preliminary purchase accounting valuation
assessments) and cash flow in early 2007.
--
Maintains Snap-on's Financial Strength and Flexibility: Snap-on
intends to fund the transaction through a combination of cash and
borrowings under existing facilities. Snap-on expects its
consolidated cash flow available for the repayment of acquisition
indebtedness to be $100 million or more annually. In addition,
consolidated cash flow is expected to provide for the continued
funding of Snap-on's franchise, product, brand, customer service,
and supply chain initiatives, including its strategic growth
initiatives in its other businesses.
It is anticipated that Snap-on will continue its regular cash
quarterly dividend of $0.27 per share. Dividend declarations are
subject to regular determination by the Board of Directors.
Approvals and Closing
The transaction is subject to customary closing conditions, which are
set forth in the definitive agreement to be filed today by Snap-on on
Form 8-K, and regulatory approvals, including expiration or termination
of the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. The transaction is expected to close by the
end of November 2006 and is not subject to any financing conditions.
Advisors
In connection with the transaction, Credit Suisse is acting as financial
advisor to Snap-on, and Quarles & Brady LLP is legal counsel. Allen &
Company LLC is acting as financial advisor to ProQuest Company, and
McDermott Will & Emery is legal counsel.
Conference Call and Webcast at 10:00 a.m. Eastern Today
A discussion of this release will be webcast at 10:00 a.m. Eastern
today, and a replay will be available for at least 10 days following the
call. To access the webcast, visit www.snapon.com,
click on Snap-on Corporate and then on Investor Events in
the drop-down menu under Investor Information. Additional detail
about Snap-on is also available on the Snap-on Web site.
About ProQuest Business Solutions
ProQuest Business Solutions, headquartered in Richfield, Ohio, is a
world leader in electronic parts catalogs. ProQuest products transform
complex technical data for parts catalogs into easily accessed
electronic information for the world's automotive, power equipment and
power sports manufacturers and their dealer networks. ProQuest also
provides warranty management systems and analytics to help dealerships
manage and track performance.
About Snap-on
Snap-on Incorporated is a leading global innovator, manufacturer and
marketer of tools, diagnostics and equipment solutions for professional
users. Product lines include hand and power tools, tool storage,
diagnostics software, information and management systems, shop equipment
and other solutions for vehicle manufacturers, dealerships and repair
centers, as well as customers in industry, government, agriculture and
construction. Products are sold through its franchisees, company-direct
sales and distributor channels, as well as over the Internet. Founded in
1920, Snap-on is a $2.4 billion, S&P 500 company headquartered in
Kenosha, Wisconsin.
For additional information on Snap-on, visit www.snapon.com.
Forward-looking Statements
Statements in this news release that are not historical facts, including
statements (i) that include the words “expects,”“plans,”“targets,”“estimates,”“believes,”“anticipates,” or
similar words that reference Snap-on or its management; (ii)
specifically identified as forward-looking; or (iii) describing
Snap-on's or management's future outlook, plans, estimates, objectives
or goals, are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Snap-on cautions the
reader that this news release contains statements, including earnings
projections, that are forward-looking in nature and were developed by
management in good faith and, accordingly, are subject to risks and
uncertainties regarding Snap-on’s expected
results that could cause (and in some cases have caused) actual results
to differ materially from those described in any such statement. The
company's actual results may differ materially from those described or
contemplated in the forward-looking statements. Factors that may cause
the company's actual results to differ materially from those contained
in the forward-looking statements include those found in the company's
reports filed with the Securities and Exchange Commission, including the
information under the “Safe Harbor”
and “Risk Factors”
headings in its Annual Report on Form 10-K filing dated February 21,
2006, its Form 10-Q filing dated July 26, 2006, and in its Form 8-K
filing dated July 27, 2005, all of which are incorporated herein by
reference, and Snap-on’s and ProQuest Company’s
ability to complete all conditions to closing, including receipt of all
regulatory approvals, and Snap-on’s ability
to successfully integrate this business. Snap-on disclaims any
responsibility to update any forward-looking statement provided in this
news release.
For additional information, please visit www.snapon.com.
