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OMC BOARD OF DIRECTORS TAKES ACTION TO BRING BIDDING CONTEST TO A CONCLUSION
OMC Press Release 9 September 1997Waukegan, IL, September 9, 1997 -- Outboard Marine Corporation announced today that its board of directors has taken several actions intended to bring the current bidding contest for the Company between Detroit Diesel Corporation and Greenmarine Acquisition Corporation ("Greenmarine") to a conclusion and remove the uncertainty surrounding the Company’s future that has resulted from the contest.
The board took actions to exempt Greenmarine’s current $18.00 per share tender offer from the Company’s shareholder rights plan and from certain provisions of the Company’s charter until 9:00 a.m. Eastern Time on September 12, 1997. In addition, the Company and DDC entered into an Agreement and Waiver pursuant to which DDC agreed to extend its offer until September 15, 1997 at 5:00 p.m. Eastern Time, and DDC agreed that the Company could take actions designed to facilitate the Greenmarine offer without causing a breach of the DDC Merger Agreement. In connection with this Agreement and Waiver, the Company paid DDC a fee of $7.5 million, and DDC agreed to waive any right to receive the $15.75 million liquidated damages fee if Greenmarine successfully concludes its offer.
The Company said the board took these actions because the protracted uncertainty regarding its future is having a damaging effect on the Company’s operating and financial condition. These actions address the principal conditions to Greenmarine’s $18.00 per share tender offer which are within OMC’s control and are intended to provide Greenmarine with the opportunity to close its tender offer on its current expiration date of Thursday, September 11, 1997.
Greenmarine’s tender offer remains subject to conditions and Greenmarine has indicated it has not resolved its required financing commitments. In view of this, the board of directors has not changed its previous recommendation to OMC shareholders that they tender their shares into the Detroit Diesel Corporation tender offer.
Harry W. Bowman, chairman, president and chief executive officer of OMC, said, "Shareholders should understand the rationale for the actions taken by the board. Our top priorities are to obtain the highest possible price for our shareholders and to bring the bidding process to a close as quickly as possible. We are concerned that Greenmarine has thus far been unable to close on its tender offer. Therefore, we have taken actions that eliminate every impediment that we can control to give Greenmarine a clear opportunity to close on its offer before DDC’s offer expires.
"Meanwhile, there is outstanding a fully financed and unconditional tender offer for the Company at $16.00 per share from DDC that will expire at 5:00 PM, Eastern Time on Monday, September 15, 1997. We are concerned that DDC will not extend its offer beyond that date. If the Greenmarine offer is not consummated, after we have given them this clear opportunity to do so, OMC will have to act as strongly as possible to end the uncertainty surrounding the Company’s future," Mr. Bowman concluded.
On July 8, 1997, OMC agreed to be acquired by Detroit Diesel Corporation for $16.00 per share. On August 8, 1997, Greenmarine Acquisition Corporation announced that it was commencing a tender offer for OMC shares at $18.00 per share, subject to certain terms and conditions.
Since August 11, 1997, OMC’s representatives have been in frequent discussions with Greenmarine in an attempt to clarify the terms and conditions of the Greenmarine offer and to try to reach a merger agreement with Greenmarine. However, to date, no agreement has been reached.
Outboard Marine Corporation is a leading worldwide manufacturer and marketer of marine engines, boats and accessories.
Copyright © 1997 by Outboard Marine Corporation
OUTBOARD MARINE RESPONDS TO GREENMARINE LETTER
OMC Press Release 10 September 1997Waukegan, IL, September 10, 1997 -- Outboard Marine Corporation (NYSE:OM) ("OMC") today issued the following statement:
"The eleventh-hour proposal by Greenmarine to negotiate a merger agreement just one day before its tender offer expires is a delaying tactic. Greenmarine says it is ready to proceed. Let it proceed.
"All the issues that would be contained in a merger agreement have been addressed. Taking the time to negotiate an agreement now would only further delay the process and force the Company to run the very real risk that the Detroit Diesel Corporation tender offer expires before an agreement can be finalized.
"We have taken the steps necessary to provide Greenmarine with a clear opportunity to close on its tender offer on its current expiration date of Thursday, September 11, 1997. We hope Greenmarine takes advantage of this opportunity. If it does not, we must conclude that either Greenmarine does not intend to close on its tender offer or that it is not in a position to do so."
Outboard Marine Corporation is a leading worldwide manufacturer and marketer of marine engines, boats and accessories.
Copyright © 1997 by Outboard Marine Corporation
Greenmarine Holdings Revises Outboard Marine Merger Pact
Dow Jones Newswires 10 Sept 1997NEW YORK -- Greenmarine Holdings LLC's Greenmarine Acquisition Corp. revised its pact to merge with Outboard Marine Corp. in response to Outboard exempting Greenmarine from its shareholder rights plan.
In a press release Wednesday, Greenmarine said the revised pact provides for an $18-a-share cash tender offer with no financing or refinancing conditions.
A Greenmarine spokesman said the previous pact included a financing and refinancing condition.
Greenmarine said the merger agreement confirms Outboard's decision to render inapplicable various anti-takeover provisions, to amend certain employee benefit plans and to avoid a possible default under Outboard's existing revolving credit agreement.
Greenmarine also said its merger agreement provides that Outboard's board take actions to eliminate an additional $6 million of payments under certain employee benefit plans based solely on a change in control but a multiple of such amount will still be payable to executives and key employees under "golden parachutes" and other plans.
Outboard Marine Corp. said Greenmarine Acquisition Corp.'s "eleventh-hour proposal" to negotiate a merger agreement "just one day before its tender offer expires is a delaying tactic."
In a press release Wednesday, Outboard said all the issues that would be contained in a merger agreement "have been addressed. Taking the time to negotiate an agreement now would only further delay the process" and force Outboard to "run the risk" that Detroit Diesel Corp.'s tender offer expires before an agreement is finalized.
Outboard said it gave Greenmarine an opportunity to close on its tender offer before the Sept. 11 expiration date, and if it does not do so, Outboard will conclude that Greenmarine does not intend to or is not in a position to.
Greenmarine Acquisition Corp. Has Accepted All Validly Tendered Shares of Outboard Marine
PR Newswire 09:44 a.m. Sep 12, 1997 EasternNEW YORK, Sept. 12 /PRNewswire/ -- Greenmarine Acquisition Corp., a wholly owned subsidiary of Greenmarine Holdings LLC, today announced that it has accepted all validly tendered shares of common stock of Outboard Marine Corporation at $18.00 net per share in accordance with the terms of its offer. The offer expired at 5:00 p.m., New York City time, on Thursday, September 11, 1997. Greenmarine Acquisition Corp. said that 16,502,801 shares of Outboard Marine common stock had been validly tendered and not withdrawn as of the close of business on September 11, 1997, which when added to the 2,000,000 shares beneficially owned by an affiliate of Greenmarine Holdings, represent approximately 91% of all outstanding shares based on information supplied by Outboard Marine. As soon as is practicable Greenmarine Acquisition Corp. stated that it intends to consummate a short-form merger under Delaware law pursuant to which each share of Outboard Marine not already tendered (besides those owned by affiliates of Greenmarine Holdings and those shares owned by stockholders who perfect their appraisal rights) will convert into the right to receive $18 in cash. Further details are available in the tender offer documents on file with the Securities and Exchange Commission. SOURCE Greenmarine Acquisition Corp.
Copyright 1997, PR Newswire
Greenway Wins Outboard Marine Battle
Reuters 07:32 a.m. Sep 14, 1997 Eastern By David LawderDETROIT (Reuter) - Greenway Partners has emerged victorious in its bid for Outboard Marine Corp., saying its $364 million cash tender offer put 91 percent of the boat and marine engine maker's stock under its control.
The disclosure Friday forced rival bidder Detroit Diesel Corp. to end its $323 million cash and stock tender offer, which had been extended until Monday.
Greenway's Greenmarine Acquisition Corp. affiliate said it will seek to complete the merger under Delaware law as soon as possible, enabling it to acquire the remaining 9 percent of Outboard Marine.
The deal puts the Waukegan, Ill.-based maker of outboard motors and recreational boats into the hands of one of its largest shareholders, a New York-based investment group not known for operating manufacturing companies.
Detroit Diesel, the truck and marine engine maker controlled by transportation mogul Roger Penske, announced a $16-a-share cash and stock merger with Outboard Marine in July and said it hoped to combine the companies and make them more efficient.
But Greenway, which had amassed a 9.9 percent stake in Outboard Marine at the time of Detroit Diesel's offer, was said to be angry with a low-ball bid that some Wall Street analysts described as a ``take-under.''
In August, the Greenway-led Greenmarine group announced its own $18-a-share cash tender offer for Outboard Marine, causing many holders to shift their shares from Detroit Diesel to the higher bid.
Detroit Diesel kept extending its tender offer but did not raise the price.
``This outcome is disappointing given all of our efforts to complete this transaction,'' Detroit Diesel said in a statement. ``Based on our extensive investigation and analysis of the company, however, the combined cash and DDC stock package of $16 was a fair offer.''
Outboard Marine stock rose 87.5 cents to $17.75 in consolidated trading on the New York Stock Exchange. Detroit Diesel stock rose 25 cents to $24.50 on the NYSE.
Greenway Partners principals Al Kingsley and Gary Duberstein were not immediately available to comment on the deal or on their plans for operating Outboard Marine.
With $1.12 billion in fiscal 1996 revenues, the company is the second largest maker of boat engines behind Brunswick Corp.'s Mercury Marine unit, and also produces the Chris-Craft, Four Winns, Sea Swirl and Grumman brands of pleasure boats, among others.
Outboard sent a letter Thursday to Greenmarine urging prompt action. ``The company must resolve this process as soon as possible in order to prevent further deterioration of the company's business and financial condition,'' the letter said.
For the first nine months of fiscal 1997, Outboard Marine's net loss grew to $26.7 million from a loss of $14.9 million a year earlier.
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