Denison Adds Hydraulic Leadership in Europe and Asia
CLEVELAND and MARYSVILLE, Ohio, Feb. 12 /PRNewswire-FirstCall/ -- Parker
Hannifin Corporation (NYSE: PH) and Denison International plc (Nasdaq: DENHY)
today announced the successful completion of Parker's tender offer to purchase
all of the outstanding shares of Denison for $24.00 per share in cash without
interest, including all of the outstanding A Ordinary Shares (par value of
8.00 pounds Sterling per share) and Ordinary Shares (par value of $0.01 per
share), including those represented by American Depositary Shares, that were
outstanding at any time during the offer.
(Logo: http://www.newscom.com/cgi-bin/prnh/19990816/PHLOGO )
"We are extremely pleased to welcome Denison into Parker's worldwide
family of leading motion-control technologies," said President and CEO Don
Washkewicz. "Denison's excellent performance and established leadership in
Europe and Asia will make us stronger, and accelerate our growth momentum in
these regions."
Parker Hydraulics Group President Lee Banks said Denison, which had annual
revenues of approximately $180 million, will operate as a division of the
Hydraulics Group. Denison employs approximately 1,150 people in Europe, Asia
and North America, with 61 percent of revenues in Europe, where the business
consistently achieves strong profit margins. Among Denison's specialized
technologies are hydraulic vane pumps, hydrostatics and an innovative,
digitally controlled fan-drive system.
"We are absolutely dedicated to growing the Denison business," said Banks.
"We'll move quickly to integrate back-office systems, but top priority will be
to serve our customers while keeping the strong operating performance of the
business intact. We can learn a lot from the people who have made this
business a leading performer in Europe, and we have tremendous opportunity to
grow the business further, especially given robust demand in the industrial
and mobile markets of Asia, and our number-one position in the Americas."
Parker acquired Denison's cash in closing the transaction. As of December
31, 2003, Denison's balance sheet reflected $61.7 million in cash with $0.7
million in notes payable.
In the offer, which commenced on December 19, 2003 and expired at 8 a.m.
(ET) today, February 12, 2004, a total of 6,973 A Ordinary Shares and
10,163,704 Ordinary Shares (including American Depository Shares) were validly
tendered and not withdrawn (with 2,600 of these Ordinary Shares tendered
pursuant to guaranteed delivery procedures). These totals represent
approximately 99 percent of Denison's outstanding A Ordinary Shares and
approximately 96 percent of Denison's outstanding Ordinary Shares, including
those represented by American Depository Shares. Parker intends to exercise
its right to acquire compulsorily the remaining outstanding A Ordinary Shares
and Ordinary Shares for $24.00 per share in cash, pursuant to sections 428 and
430 F of the UK Companies Act 1985.
Denison International plc is an industrial manufacturer and service
provider for highly engineered hydraulic fluid power systems and components.
For more information about Denison and its products, please
visit www.denisonhydraulics.com.
With annual sales of $6 billion, Parker Hannifin is the world's leading
diversified manufacturer of motion and control technologies and systems,
providing precision-engineered solutions for a wide variety of commercial,
mobile, industrial and aerospace markets. Parker employs more than 45,000
people in 44 countries around the world. Parker has increased annual dividends
paid to shareholders for 47 consecutive years, which is among the top five
longest-running dividend-increase records in the S&P 500 index. For more
information, visit Parker's web site at www.parker.com, or its investor
information site at www.phstock.com.
Forward-Looking Statements:
Parker Hannifin:
Forward-looking statements contained in this and other written and oral
reports are made based on known events and circumstances at the time of
release, and as such, are subject in the future to unforeseen uncertainties
and risks, including the ability to promptly consummate the compulsory
acquisition. All statements regarding future performance, earnings
projections, events or developments, including expectations relating to
Parker's success and timing in integrating the acquisition of Denison, the
realization of growth and earnings opportunities arising out of such
acquisition and the maintenance of customer relationships throughout the
integration process, as well as the compulsory acquisition and its timing, are
forward-looking statements. It is possible that the future performance of the
company may differ materially from current expectations depending on economic
conditions within its industrial markets, and the company's ability to achieve
anticipated benefits associated with announced realignment activities,
strategic initiatives to improve operating margins, and growth initiatives. A
change in economic conditions in individual markets may have a particularly
volatile effect on segment results. Among the other factors which may affect
future performance are: changes in business relationships with and purchases
by or from major customers or suppliers, including delays or cancellations in
shipments; uncertainties surrounding timing, successful completion or
integration of acquisitions; threats associated with and efforts to combat
terrorism; competitive market conditions and resulting effects on sales and
pricing; increases in raw-material costs that cannot be recovered in product
pricing; and global economic factors, including currency exchange rates,
difficulties entering new markets and general economic conditions such as
interest rates. The company makes these statements as of the date of this
disclosure, and undertakes no obligation to update them.
Denison International:
This document includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such forward-looking statements
are subject to certain risks and uncertainties, which could cause actual
results to differ materially from those currently anticipated. Shareholders,
potential investors and other readers are urged to consider these factors
carefully in evaluating the forward-looking statements. The forward-looking
statements made herein are only made as of the date of this press release and
Denison International plc undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
SOURCE Parker Hannifin Corporation
02/12/2004
CONTACT: Media, Lorrie Paul Crum, VP - Corp. Communications,
+1-216-896-2750, or After hours, +1-330-666-4196, or lcrum@parker.com, or
Financial Analysts, Pamela Huggins, VP & Treasurer, +1-216-896-2240, or
phuggins@parker.com, both of Parker Hannifin Corporation
Web site: http://www.phstock.com
http://www.denisonhydraulics.com
(PH DENHY)
