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CHICAGO HEIGHTS, Ill.
-- Worldwide holographic and specialty coated film manufacturer CFC International,
Inc. (Nasdaq: CFCI - News) announced that it has entered into a
definitive agreement to be acquired by an affiliate of Illinois Tool Works
Inc. (NYSE: ITW - News) for $16.75 cash per share. The price represents
a premium of approximately 48% over the closing price as of June 19, 2006
for CFC's stock of $11.30 per share.
Under the terms of the agreement, which was recommended
by a special committee comprised entirely of independent directors of
CFC and unanimously approved by CFC's Board of Directors, ITW, through
a subsidiary, will acquire all outstanding shares of common stock of CFC
for $16.75 per share. The CFC Board of Directors has received an opinion
from Houlihan Lokey Howard & Zukin Financial Advisors, Inc. that $16.75
per share is fair, from a financial point of view, to the public stockholders
of CFC common stock. The transaction is expected to close in the third
quarter of 2006.
The holders of approximately 58% of CFC's outstanding voting common stock
have adopted the merger agreement and approved the merger by written consent.
As a result, no further stockholder action will be required to approve
the transaction. CFC will file with the SEC and mail to its stockholders,
as promptly as practicable, an information statement describing the merger
agreement and the merger. The merger cannot be consummated until at least
20 days after the date CFC mails the information statement to its stockholders.
In addition, the transaction is subject to the satisfaction or waiver
of closing conditions, including receipt of regulatory approvals, the
absence of dissenting stockholders above a stated threshold and other
customary conditions, but is not conditioned on ITW's receipt of financing.
Roger F. Hruby, Chairman of CFC, said, "We believe the merger will
provide enhanced value for our stockholders, and is in the best interests
of the business, our employees and our customers." Hruby further
added, "ITW is one of the most respected manufacturing companies
in the United States, and CFC has a long history of providing innovative
solutions for its customers. We are excited about the possibilities that
ITW offers the business and its employees."
Lincoln Partners, LLC served as financial advisor to CFC on the transaction.
Bell, Boyd & Lloyd LLC and Mayer, Brown, Rowe & Maw LLP acted
as legal counsel to CFC and ITW, respectively.
About CFC International, Inc.
CFC International, Inc. formulates, manufactures, and sells chemically-
complex, transferable, multi-layer coatings for use in many diversified
markets, such as holographic packaging and authentication seals, furniture
and building products, pharmaceutical products and transaction cards (including
credit cards, debit cards, ATM cards, and access cards), and intaglio
printing. With manufacturing facilities in Chicago Heights and Countryside,
Illinois and Goppingen, Germany, and sales offices in the United Kingdom,
France and Hong Kong, CFC's products are sold to more than 1,000 active
customers worldwide. For more information visit CFC's website at http://www.cfcintl.com.
About Illinois Tool Works Inc.
ITW is a $12.8 billion in revenues diversified manufacturer of highly
engineered components and industrial systems and consumables. The company
consists of approximately 700 business units in 48 countries and employs
some 50,000 people.
CFC's "Safe Harbor" Statement under Private Securities Litigation
Reform Act of 1995
Statements made in this press release, including those relating to the
expected effects, timing, and completion of the proposed transaction,
and all other statements in this release other than historical facts,
constitute forward-looking statements and are made pursuant to the safe
harbor provisions of the Securities Reform Act of 1995. Those statements
involve risks and uncertainties which may cause results to differ materially
from those set forth in those statements. Among other things, continued
unfavorable economic conditions may impact market growth trends or otherwise
impact the demand for CFC's products and services; competition from existing
and new competitors and producers of alternative products will impact
the company's ability to penetrate or expand its presence in new or growing
markets; uncertainties relating to the company's ability to develop and
distribute new proprietary products to respond to market needs in a timely
manner may impact the company's ability to exploit new or growing markets;
CFC's ability to successfully identify and implement productivity improvements
and cost reduction initiatives may impact profitability; and risks inherent
in international operations, including possible economic, political, or
monetary instability, may impact the level and profitability of CFC's
foreign sales. In addition to the factors set forth in this release, the
economic, competitive, governmental, technological, and other factors
identified in CFC's filings with the Securities and Exchange Commission
could affect the forward looking statements contained in this press release.
CFC may not be able to complete the proposed transaction on the terms
summarized above or on other acceptable terms, or at all, due to a number
of factors, including the failure to obtain regulatory approvals or to
satisfy other customary closing conditions. CFC has no obligation to revise
or update these forward-looking statements to reflect events or circumstances
that arise after the date of this press release or to reflect the occurrence
of anticipated events.
Source: CFC International, Inc.
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