Combined organization to operate under the Reynolds and Reynolds brand
DAYTON, Ohio, and HOUSTON, Aug. 8 /PRNewswire-FirstCall/ -- The Reynolds
and Reynolds Company (NYSE: REY) and Universal Computer Systems, Inc., today
announced a definitive agreement to merge their two organizations to create
the world's pre-eminent dealer services company.
Under the terms of the agreement, holders of Reynolds' common stock will
receive $40 per share in cash. The transaction is valued at $2.8 billion,
including the assumption of Reynolds' debt.
The transaction is subject to approval by Reynolds shareholders and
regulatory clearances. Reynolds' board members Richard H. Grant III and Fin
O'Neill, president and CEO, have agreed to vote their shares in favor of the
The combined company will continue to be named The Reynolds and Reynolds
Company, with the products and services of both Reynolds and UCS marketed
under the Reynolds brand. The UCS brand will be discontinued. Reynolds will
continue to have headquarters and principal operations in Dayton, Ohio.
"Today is a great day for Reynolds," said O'Neill. "We're creating the
world's pre-eminent dealer services provider by leveraging the great product
and strong technical capabilities of UCS while continuing to build on
Reynolds' relentless focus on serving our customers.
"The transaction we are announcing today is consistent with the objective
Reynolds announced in July of delivering substantial shareholder value,"
O'Neill said. "Our shareholders will receive a substantial and immediate
premium on their investment.
"The merger also creates a dealer services powerhouse that is uniquely
positioned to deliver the outcomes that dealers need to succeed.
"As we go forward, we will continue to execute on our initiatives,
announced on July 21, to drive growth and productivity. With this merger, we
will leverage UCS technology and build on Reynolds' products and our legacy of
serving dealers with dedication, innovation and experience," O'Neill said.
O'Neill said that Reynolds is committed to protecting customers'
investments regardless of the platforms they are currently using, including
the 10,000 customers on the REYNOLDSYSTEM(TM).
Bob Brockman, UCS chairman and CEO, said, "Reynolds has distinguished
itself in the marketplace through its commitment to helping dealers succeed in
selling and servicing more cars and by measuring its success by dealers'
success. We are proud to bring forward our solutions to build on Reynolds'
great tradition of customer focus."
Reynolds was founded in Dayton as a business forms printing company in
1866. It began serving dealers in 1927 with standardized accounting forms.
UCS was founded in Houston and provides fully integrated dealership management
systems solutions to some of the largest dealerships in the United States.
"Meeting our customer commitments continues to be our top priority,"
O'Neill said. "We will integrate the two organizations, putting the right
resources against the right needs to better serve our customers and grow our
business. Details on how we will accomplish the integration will be
determined as we fully develop our plan.
"Associates at both companies will see new opportunities, additional
responsibilities, and professional challenges," he said.
Reynolds expects to schedule a special meeting of its shareholders during
the fourth calendar quarter of 2006 to vote on the transaction.
The transaction is being financed by a combination of equity primarily
from a group of investors led by the Goldman Sachs Capital Partners, Vista
Equity Partners, and others, with debt provided by Deutsche Bank and Credit
JPMorgan served as financial advisor to Reynolds and Reynolds, and
Wachtell Lipton Rosen and Katz served as its legal advisor. UCS was advised
by Credit Suisse, and Skadden, Arps, Slate, Meagher & Flom LLP served as its
Cautionary Notice Regarding Forward-Looking Statements
Certain statements contain forward-looking statements, including
statements relating to results of operations. These forward-looking
statements are based on current expectations, estimates, forecasts and
projections of future company or industry performance based on management's
judgment, beliefs, current trends and market conditions. Actual outcomes and
results may differ materially from what is expressed, forecasted or implied in
any forward-looking statement. Forward-looking statements made by the company
may be identified by the use of words such as "will," "expects," "intends,"
"plans," "anticipates," "believes," "seeks," "estimates," and similar
expressions. There are a number of risks and uncertainties that could cause
actual results to differ materially from the forward-looking statements
included in this document. For example, (1) Reynolds may be unable to obtain
shareholder approval required for the transaction; (2) Reynolds may be unable
to obtain regulatory approvals required for the transaction, or required
regulatory approvals may delay the transaction or result in the imposition of
conditions that could have a material adverse effect on Reynolds or cause the
parties to abandon the transaction; (3) conditions to the closing of the
transaction may not be satisfied; (4) Reynolds may be unable to achieve cost
reduction and revenue growth plans; (5) the transaction may involve unexpected
costs or unexpected liabilities; (6) the credit ratings of Reynolds or its
subsidiaries may be different from what the parties expect; (7) the businesses
of Reynolds may suffer as a result of uncertainty surrounding the transaction;
(8) the timing of the initiation, progress or cancellation of significant
contracts or arrangements, the mix and timing of services sold in a particular
period; and (9) Reynolds may be adversely affected by other economic,
business, and/or competitive factors. These and other factors that could
cause actual results to differ materially from those expressed or implied are
discussed under "Risk Factors" in the Business section of our most recent
annual report on Form 10-K and other filings with the Securities and Exchange
Commission. The company undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future events or
Reynolds and Reynolds ( http://www.reyrey.com ) has helped automobile
dealers sell cars and take care of customers since 1927. Today, more than
15,000 dealers worldwide rely on Reynolds to help run their dealerships. In
the U.S. and Canada, the REYNOLDSYSTEM(TM) combines comprehensive solutions,
experienced people and proven practices that drive total dealership
performance through a full range of retail Web and customer relationship
management solutions, e-learning and consulting services, documents, data
management and integration, networking and support and leasing services.
Internationally, Reynolds serves dealers in more than 35 countries through a
broad range of retailing solutions and consulting services.
About Universal Computer Systems
Universal Computer Systems offers a comprehensive solution for the
computing and business needs of automobile dealerships. The company is the
leader in innovation for dealership computer systems. Throughout the 1980s,
1990s, and into the new millennium, Universal Computer Systems has been the
first to introduce many of the dealership software applications available
today. As a result of this aggressive software development, Universal Computer
Systems meets and exceeds every dealership software need.
Additional Information and Where to Find It
In connection with the proposed transaction, a proxy statement of Reynolds
and other materials will be filed with SEC. WE URGE INVESTORS TO READ THE
PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REYNOLDS AND THE
PROPOSED TRANSACTION. Investors will be able to obtain free copies of the
proxy statement (when available) as well as other filed documents containing
information about Reynolds at http://www.sec.gov, SEC's Web site. Free copies
of Reynolds' SEC filings are also available on Reynolds' Web site at
Participants in the Solicitation
Reynolds and its executive officers and directors and Universal Computer
Systems may be deemed, under SEC rules, to be participants in the solicitation
of proxies from Reynolds' shareholders with respect to the proposed
transaction. Information regarding the officers and directors of Reynolds is
included in its definitive proxy statement for its 2006 annual meeting filed
with SEC on May 15, 2006. More detailed information regarding the identity of
potential participants, and their direct or indirect interests, by securities,
holdings or otherwise, will be set forth in the proxy statement and other
materials to be filed with the SEC in connection with the proposed
SOURCE The Reynolds and Reynolds Company
/CONTACT: Media, Mark Feighery, +1-937-485-8107,
firstname.lastname@example.org, Investors, John E. Shave, +1-937-485-1633,
John_shave@reyrey.com, both of The Reynolds and Reynolds Company, Trey Hiers,
of Universal Computer Systems, +1-713-718-1800,
email@example.com, of Universal Computer Systems, Inc./
/Web site: http://www.reyrey.com /
CO: The Reynolds and Reynolds Company; Universal Computer Systems, Inc.
ST: Ohio, Texas
IN: AUT CPR FIN
-- NYTU081 --
5253 08/08/2006 07:30 EDT http://www.prnewswire.com