Genlyte Group Inc - Written communication relating to an issuer or third party (SC TO-C)
28 November 2007 - 5:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER
SECTION 14(D)(1) OR SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
THE GENLYTE GROUP
INCORPORATED
(Name of Subject Company
(Issuer))
GOLF MERGER SUB, INC.
a
wholly owned subsidiary of
PHILIPS
HOLDING USA INC.
a wholly owned subsidiary of
KONINKLIJKE
PHILIPS ELECTRONICS N.V.
(Name of Filing Persons
(Offeror))
Common
Stock, Par Value $0.01 per share
(Title of Class of Securities)
372302109
(CUSIP Number of Class of Securities)
Joseph E. Innamorati, Esq.
Golf Merger Sub, Inc.
1251 Avenue of the Americas
New York, NY 10020-1104
(212) 536-0641
(Name, address and telephone
number of person authorized
to receive notices and communications on behalf of filing persons)
with copies to:
Neil T. Anderson, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-4960
CALCULATION OF FILING FEE
Transaction Valuation
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Amount of Filing Fee
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Not Applicable*
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Not Applicable*
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*
A filing fee is not required in connection
with this filing as it relates solely to preliminary communications made before
the commencement of a tender offer.
o
Check the box if any part of the fee is
offset as provided by Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid.
Identify
the previous filing by registration statement number or the Form or Schedule
and the date of its filing.
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Amount
Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
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N/A
N/A
N/A
N/A
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x
Check the box if the filing relates solely to
preliminary communications made before the commencement of a tender offer.
Check
the appropriate boxes below to designate any transactions to which the
statement relates:
x
third-party tender offer subject to Rule
14d-1.
o
issuer tender offer subject to Rule 13e-4.
o
going-private transaction subject to Rule
13e-3.
o
amendment to Schedule 13D under Rule 13d-2.
Check
the following box if the filing is a final amendment reporting the results of
the tender offer:
o
Forward-looking
statements
This written material may contain certain forward-looking statements with
respect to the financial condition, results of operations and business of Philips
and certain of the plans and objectives of Philips with respect to these items,
including without limitation completion of the tender offer and merger and any
expected benefits of the merger. Completion of the tender offer and merger are
subject to conditions, including satisfaction of a minimum tender condition and
the need for regulatory approvals, and there can be no assurance those
conditions can be satisfied or that the transactions described in this press
release will completed. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on circumstances
that will occur in the future and there are many factors that could cause
actual results and developments to differ materially from those expressed or
implied by these forward-looking statements.
Additional
Information
The tender offer described in this written material has not yet commenced, and
this written material is neither an offer to purchase nor a solicitation of an
offer to sell Genlytes common stock. Investors and security holders are urged
to read both the tender offer statement and the solicitation/recommendation
statement regarding the tender offer described in this press release when they
become available because they will contain important information. The tender
offer statement will be filed by Philips with the Securities and Exchange
commission (SEC) and the solicitation/recommendation statement will be filed
by Genlyte with the SEC. Investors and security holders may obtain a free copy
of these statements (when available) and other documents filed by Philips or
Genlyte with the SEC at the website maintained by the SEC at
www.sec.gov
.
The tender offer statement and related materials, solicitation/recommendation
statement, and such other documents may be obtained for free by directing such
requests to Investor Relations of Genlyte at
irelations@genlytegroup.com
.
THE FOLLOWING WRITTEN MATERIAL WAS MADE AVAILABLE ON THE WEBSITE OF
KONINKLIJKE PHILIPS ELECTRONICS N.V. ON NOVEMBER 26, 2007.
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PHILIPS to Acquire Genlyte: A Leading North American Luminaires
Manufacturer Amsterdam November 26, 2007
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Agenda Highlights of the Transaction Genlyte Overview
Compelling Strategic Rationale Value Creation Opportunity Timetable
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Philips to acquire Genlyte, a leading North American Luminaires
manufacturer Genlyte is the #2 Luminaires (lighting fixtures) manufacturer
in North America with MAT1 September 2007 sales of $1,601m All-cash offer
of $95.50 per share implying a total equity value of approximately $2.7bn
(1.8bn) Implied 2007E EBITA transaction multiple of 11.3x and 2008E EBITA
transaction multiple of 10.6x2 Genlyte acquisition presents growth
opportunity in core business Transaction fits all Philips acquisition
criteria and will be accretive to Philips Lighting margins Acquisition
expected to close in Q1 2008 1 Moving annual total 2 EBITA forecasts based on
IBES estimates as of 23-Nov-2007
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Summary strategic rationale Acquisition is consistent with
Philips strategy to strengthen its leadership position in Lighting
Combination will create the #1 Lighting company in North America and
establish Philips as a leading Global Luminaires company Builds on recent
acquisitions of Color Kinetics, LTI, TIR Systems, PLI and Lumileds Genlyte
is best-in-class among the US Luminaires players Luminaires & Controls
are a spearhead in developing green lighting markets, including Solid State
Lighting (SSL). Genlyte will be a cornerstone of growth in SSL
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Agenda Highlights of the Transaction Genlyte Overview
Compelling Strategic Rationale Value Creation Opportunity Timetable
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Overview of Genlyte Segment Sales Split (2006A) Geographic Sales
Split (2006A) Key Financials MAT Sep-2007 sales: $1,601m MAT Sep-2007 EBITA:
$238m EBITA margin %: 14.9% Founded in 1985 and located in Louisville,
Kentucky, US Leading manufacturer of lighting fixtures, controls and
related products for the commercial, industrial and residential markets #2
player in North America Strong track record in organic and acquisitive
growth Key brands are Lightolier, Day-Brite, Capri, Thomas Lighting and
Hadco Approximately 6700 employees Industrial & Other 13% Residential
12% Canada 17% Other 2%
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Genlyte: Outstanding financial track record MAT1 September 2004
2007 CAGR Sales ($m) EBITA ($m) Margin % 1,151 113 9.9% 1,601 238 14.9% 12%
28% Strong sales growth2 More than doubled EBITA 5% higher EBITA margin
Source: Company filings 1 Moving annual total 2 Includes sales growth from
acquisitions
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Genlyte: Key strengths Strong #2 position in North American
market High organic revenue growth complemented with high operating margin
Diversified end-markets with limited exposure to residential market
Strong relationships with specifiers using multi-brand approach Largest
sales force of all competitors High-end product offering Strong focus on
innovation
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Genlyte: Selected application examples
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Agenda Highlights of the Transaction Genlyte Overview
Compelling Strategic Rationale Value Creation Opportunity Timetable
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Current position of Philips in North American and Global
Luminaires Number 1 Number 2 or 3 Not in top 3 Current Market position Lamps
Luminaires Lighting Electronics Automotive Lighting Special Lighting Solid
State Lighting Western Europe Eastern Europe North America Latin America
Japan Asia/Pacific Total
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Acquisition of Genlyte makes Philips #2 in Luminaires in the US
Number 1 Number 2 or 3 Not in top 3 Current Market position Lamps Luminaires
Lighting Electronics Automotive Lighting Special Lighting Solid State
Lighting Western Europe Eastern Europe North America Latin America Japan
Asia/Pacific Total
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Builds on recent acquisitions of LTI, Color Kinetics, PLI, TIR
Systems and Lumileds (Enterprise Value, bn) Lighting Acquisitions 1.9 6.5
0.6 0.6 1.0 0.7 0.6 0.1 0.8 0.2 Stentor Lumileds Life-line Witt Power Sentry
Bo-dine Avent IGC PLI/TIR CK LTI Genlyte Total Acquisitions Date completed
Aug Nov Mar Apr Jul Jul Sep Nov. Q1 Q3 Q4 Q1E 2005 2006 2007
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Acquiring a Luminaires company is of strategic importance and
offers significant benefits to green lighting technologies roll-out
Traditional Lighting replacement business will gradually reduce in size.
Growth opportunity exists in installment business of innovative lighting
solutions New use of light starts with showing the light effect: Luminaires
& Controls create lighting solutions Market driven innovation is key
when customer needs are changing: our Luminaires & Controls activities
are closest to the end user Luminaires & Controls function as our
spearhead in developing green lighting markets (incl. SSL) Gathering
vital information about SSL market trends requires footholds for Luminaires
& Controls in all major markets (regional and application segments)
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Agenda Highlights of the Transaction Genlyte Overview
Compelling Strategic Rationale Value Creation Opportunity Timetable
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Expected value creation from acquisition Philips intends to:
Increase the pace of adoption of greener technologies (including Solid
State Lighting solutions) through Genlytes strong relationships with
specifiers and wide US sales / distribution network Selectively expand
Genlytes sales internationally under the Philips brand, by leveraging
Philips global distribution network Benefit from cost saving opportunities
(manufacturing and procurement) by leveraging our global scale
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Pro Forma combined financial profile 2007-Sep MAT1 Sales (m)
EBITA (m) Margin % Combined Pre-Synergies Philips Philips Lighting Genlyte2
Philips & Genlyte Lighting & Genlyte 26,743 5,889 1,204 27,947 7,093
1,922 686 179 2,101 865 7.2% 11.6% 14.9% 7.5% 12.2% Source: Company filings 1
Moving annual total 2 Genlyte financials converted from $ to at the average
exchange rate for 01-Oct-2006 until 30-Sep-2007 of 1.33
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Agenda Highlights of the Transaction Genlyte Overview
Compelling Strategic Rationale Value Creation Opportunity Timetable
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Expected timetable Expected Date Milestone 26-Nov Announcement
30-Nov Filing of tender offer Q1-2008 Closure of tender offer
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