9th Feb 2007 07:55
Laidlaw International, Inc. (NYSE:LI) announced today that it hasentered into a merger agreement with FirstGroup plc under whichFirstGroup will acquire all of the outstanding common shares ofLaidlaw International in an all cash transaction valued atapproximately $3.6 billion, including the assumption of $0.8 millionof debt. £ Under the terms of the agreement, Laidlaw shareholders willreceive $35.25 for each outstanding share of Laidlaw common stock. Thetransaction has been approved by the Board of Directors of LaidlawInternational, which has agreed to recommend to Laidlaw stockholdersthat they vote in favor of the transaction. £ The merger is conditioned upon approval by the stockholders ofboth Laidlaw and FirstGroup and certain regulatory approvals, as wellas other customary closing conditions. £ Kevin Benson, President and Chief Executive Officer of LaidlawInternational, said, "Our goal for the past four years has been todevelop, demonstrate and deliver shareholder value. We believe thistransaction is the epitome of that goal and represents an excellentopportunity for both companies' employees and shareholders. Thecombination of Laidlaw and FirstGroup will bring together well knownbrands and well respected companies that share a very strong focus onemployee and customer satisfaction. It will provide a sound economicand operational base from which to continue many of the efficiencyinitiatives that we have underway." £ Moir Lockhead, Chief Executive of FirstGroup, added, "FirstGroup'sacquisition of Laidlaw will considerably enhance FirstGroup's existingactivities in North America, which themselves have grown stronglysince we first invested in the U.S. in 1999. The improved earnings andstrong cash flows arising from the acquisition will strengthen theGroup's position. FirstGroup aims to be the leader in delivering safe,reliable, innovative and sustainable transport services. Laidlaw is anestablished, well run company that shares our commitment to safety anddelivering high quality services to our customers and communities weserve." £ Laidlaw International will hold its Annual Meeting of Stockholderson February 9, 2007, at 11:00 am (Central Time) at the Hilton --Lisle/Naperville, 3003 Corporate West Drive, Lisle, Illinois. A webcast of the meeting will be accessible at Laidlaw's website:www.laidlaw.com. £ Laidlaw will also hold a conference call hosted by Mr. Benson todiscuss the proposed merger with FirstGroup on Friday, February 9,2007 at 3:30 p.m. (Eastern Time). A web cast of the conference callwill be accessible at Laidlaw's website: www.laidlaw.com. £ To participate in the call, please dial: £ 866-700-7101 -- (US and Canada) £ 617-213-8837 -- (International) £ A replay of the conference call will be available approximatelyone hour after completion of the call through February 16, 2007. Toaccess the replay, dial 888-286-8010 (U.S and Canada) or 617-801-6888(International); access code: 60079872. £ Archives of the annual meeting and investor conference call willbe accessible at the Laidlaw website: www.laidlaw.com. £ Morgan Stanley is acting as financial advisor to Laidlaw, andSkadden, Arps, Slate Meagher & Flom LLP is acting as Laidlaw's legaladvisor. JPMorgan Cazenove is acting as financial advisor toFirstGroup, and Davis Polk & Wardwell and Slaughter and May are actingas FirstGroup's legal advisors. £ About Laidlaw International, Inc. £ Laidlaw International, Inc. is a holding company for NorthAmerica's largest providers of school and inter-city bus transportservices and a leading supplier of public transit services. Thecompany's businesses operate under the brands: Laidlaw EducationServices, Greyhound Lines, Greyhound Canada and Laidlaw Transit. Thecompany's shares trade on the New York Stock Exchange (NYSE:LI). Formore information on Laidlaw, visit the website: www.laidlaw.com. £ About FirstGroup PLC £ FirstGroup plc is a UK-based international passenger transportgroup providing services in the UK and North America. The Group is theUK's largest bus operator running more than one in five of all localbus services. FirstGroup is also the UK's largest rail operator withfour passenger franchises -- First Great Western, First CapitalConnect, First TransPennine Express and First ScotRail. The Groupoperates one quarter of the UK passenger rail network, with a balancedportfolio of intercity, commuter and regional services, carrying over250m passengers per annum. In North America the Group has threeoperating divisions: Yellow School Buses (First Student), TransitContracting and Management Services (First Transit) and Vehicle FleetMaintenance and Support Services (First Services). FirstGroup's sharestrade on the London Stock Exchange (RIC: FGP.L). For more informationon FirstGroup, visit the website: www.firstgroup.com. £ Forward-Looking Statements £ Certain statements contained in this press release, includingstatements regarding the benefits of the transaction with FirstGroupPLC, that are not historical facts, are forward-looking statementswithin the meaning of the Private Securities Litigation Reform Act of1995. These forward-looking statements can be identified by the use ofterminology such as: believe, hope, may, anticipate, should, intend,plan, will, expect, estimate, continue, project, positioned, strategyand similar expressions. Such statements involve certain risks,uncertainties and assumptions that include, but are not limited to, £ -- The ability to successfully integrate Laidlaw International and FirstGroup into a combined company and execute its business strategy; £ -- Economic and other market factors, including competitive pressures in the transportation industry and changes in pricing policies; £ -- The ability to implement initiatives designed to realize synergies, increase operating efficiencies or improve results; £ -- Continued increases in prices of fuel and potential shortages; £ -- Control of costs related to accident and other risk management claims; £ -- The potential for rising labor costs and actions taken by organized labor unions; £ -- Terrorism and other acts of violence; £ -- Other risks and uncertainties related to the proposed transaction, including but not limited to the satisfaction of the conditions to closing; including receipt of stockholder, regulatory, and other approvals; and £ -- Other risks and uncertainties described in Laidlaw's filings with the Securities and Exchange Commission. £ Should one or more of these risks or uncertainties materialize, orshould underlying assumptions prove incorrect, actual outcomes mayvary materially from those indicated. In light of these risks anduncertainties you are cautioned not to place undue reliance on theseforward-looking statements. The Company undertakes no obligation topublicly update forward-looking statements, whether as a result of newinformation, future events or otherwise. You are advised, however, toconsult any further disclosures the Company makes on related subjectsas may be detailed in the Company's other filings made from time totime with the Securities and Exchange Commission. £ Additional Information and Where to Find It £ In connection with the above-described transactions, Laidlaw willfile with the Securities and Exchange Commission a preliminary proxystatement and a definitive proxy statement. The proxy statement willbe mailed to the stockholders of Laidlaw. Stockholders of Laidlaw areurged to read the proxy statement and other relevant materials whenthey become available because they will contain important informationabout the acquisition and Laidlaw. Investors and security holders mayobtain free copies of these documents (when they are available) andother documents filed with the SEC at its web site at www.sec.gov. Inaddition, investors and security holders may obtain free copies of thedocuments filed with the SEC by Laidlaw by going to Laidlaw's Investorpage on its corporate website at www.laidlaw.com or by directing arequest to Laidlaw International, 55 Shuman Boulevard, Suite 400,Naperville, IL, 60563. Attention: Investor Relations. £ Laidlaw and FirstGroup and their respective directors andexecutive officers may be deemed to be participants in thesolicitation of proxies from the stockholders of Laidlaw in connectionwith the merger. Information about Laidlaw and its directors andofficers can be found in Laidlaw International's Proxy Statements andAnnual Reports on Form 10-K filed with the SEC. Information aboutFirstGroup and its directors and officers can be found in FirstGroup'sAnnual Reports available on FirstGroup's Investor Centre page on itscorporate website at www.firstgroup.com. Additional informationregarding the interests of those persons may be obtained by readingthe proxy statement when it becomes available. Copyright Business Wire 2007Related Shares:
Firstgroup