DAYTON, Ohio, Oct. 26 /PRNewswire-FirstCall/ -- The Reynolds and Reynolds
Company (NYSE: REY) today announced that its merger with Universal Computer
Systems Inc. has closed.
Reynolds shares will be de-listed from the New York Stock Exchange
effective with the opening of business on October 27, 2006.
The company also announced that Fin O'Neill, Reynolds' president and CEO,
will be Vice Chairman, Office of the CEO, for the merged company. He will be
responsible for helping lead the integration of the two companies and helping
ensure that customer voices are heard and reflected in Reynolds' policies and
procedures, as well as in products and services.
Robert Brockman will serve as Chairman, Office of the CEO, for the new
"My new title is different from what we had announced previously," O'Neill
said. "But the more Mr. Brockman and I talked, the clearer it became to both
of us that it would be more beneficial and efficient for Mr. Brockman to
concentrate on key issues such as leveraging the research and development
capabilities of both companies and getting familiar with day-to-day
operational details, while I focus on what I identified as the number one
priority when I joined Reynolds 20 months ago -- our customers.
"I want to ensure that we continue to listen to the voice of our
customers, and that we demonstrate to our customers that we will treat them as
well after the merger as before the merger. As I have said many times, the
merger is about the value of the Reynolds brand and all that it implies for
customers," he said.
As announced on August 8, 2006, under the terms of the agreement with UCS,
holders of Reynolds Class A common stock will receive $40 per share in cash.
The transaction is valued at approximately $2.8 billion, including the
assumption of Reynolds debt. Reynolds shareholders will receive a letter of
transmittal with instructions advising them on how to send in their share
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. Reynolds will continue to have headquarters and
principal operations in Dayton, Ohio.
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 achieve
cost reduction and revenue growth plans; (2) the transaction may involve
unexpected costs or unexpected liabilities; (3) the credit ratings of Reynolds
or its subsidiaries may be different from what the parties expect; (4) the
businesses of Reynolds may suffer as a result of uncertainty surrounding the
transaction; (5) 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 (6) 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 otherwise.
Reynolds and Reynolds (http://www.reyrey.com) helps automobile dealers
sell cars and take care of customers. Serving dealers since 1927, it is a
leading provider of dealer management systems in the U.S. and Canada. The
Company's award-winning product, service and training solutions include 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. Reynolds serves automotive
retailers and OEMs globally through its incadea solution and a worldwide
partner network, as well as through its consulting practice.
SOURCE The Reynolds and Reynolds Company
/CONTACT: Mark Feighery of The Reynolds and Reynolds Company,
+1-937-485-8107, or firstname.lastname@example.org /
/Web site: http://www.reyrey.com/