ARAMARK Corporation (NYSE:RMK), a world leader in professional
services, today announced that it has signed a definitive merger
agreement under which Joseph Neubauer and investment funds managed
by GS Capital Partners, CCMP Capital Advisors and J.P. Morgan
Partners, Thomas H. Lee Partners and Warburg Pincus LLC will
acquire ARAMARK in a transaction valued at approximately $8.3
billion, including the assumption or repayment of approximately
$2.0 billion of debt. Under the terms of the agreement, ARAMARK
stockholders will receive $33.80 in cash for each share of ARAMARK
common stock they hold. The Board of Directors of ARAMARK, on the
unanimous recommendation of a special committee comprised entirely
of independent directors, has approved the agreement and will
recommend that ARAMARK's stockholders approve the merger. The
transaction is expected to be completed by late 2006 or early 2007,
subject to receipt of stockholder approval and regulatory
approvals, as well as satisfaction of other customary closing
conditions. In addition to the vote required under Delaware law,
the transaction will be subject to an additional affirmative
approval of stockholders in which each share owned by Joseph
Neubauer will have only one vote, rather than the ten votes to
which they are entitled. As a result, Mr. Neubauer's voting power
will be less than 5% of the total possible vote. Joseph Neubauer,
ARAMARK Chairman and Chief Executive Officer, said, "We are proud
to partner with this distinguished group of private equity firms,
all of which have outstanding reputations and proven records of
success. They are committed to working with us in building
long-term solutions that deliver the most value for our clients and
customers. They understand our business, share our mindset, and
will be strong partners moving forward." Commenting further on the
transaction, Mr. Neubauer said, "Our success is driven by the
ongoing efforts of our 240,000 employees around the world. I want
to thank them for their efforts and assure them we will remain
focused on sustaining profitable growth by delivering outstanding
environments, experiences and outcomes for our clients." The
transaction will be financed through a combination of equity
contributed by Joseph Neubauer and investment funds managed by GS
Capital Partners, CCMP Capital Advisors and J.P. Morgan Partners,
Thomas H. Lee Partners and Warburg Pincus LLC, and debt financing
provided by JP Morgan Chase Bank, N.A., J.P. Morgan Securities,
Inc. and Goldman Sachs Credit Partners L.P. There is no financing
condition to the obligations of the group of investors led by
Joseph Neubauer to consummate the transaction. Credit Suisse
Securities (USA) LLC is acting as financial advisor to the special
committee and Shearman & Sterling LLP is acting as legal
advisor to the special committee. Credit Suisse has delivered a
fairness opinion to the special committee. Goldman, Sachs & Co.
and J.P. Morgan Securities Inc. are acting as financial advisors to
the private equity investors. Simpson Thacher & Bartlett LLP,
Sullivan & Cromwell LLP and Wachtell, Lipton, Rosen & Katz
are acting as legal advisors to the private equity investors and
Joseph Neubauer. About ARAMARK ARAMARK is a leader in professional
services, providing award-winning food services, facilities
management, and uniform and career apparel to health care
institutions, universities and school districts, stadiums and
arenas, and businesses around the world. In FORTUNE magazine's 2006
list of "America's Most Admired Companies," ARAMARK was ranked
number one in its industry, consistently ranking since 1998 as one
of the top three most admired companies in its industry as
evaluated by peers and industry analysts. The company was also
ranked first in its industry in the 2006 FORTUNE 500 survey.
Headquartered in Philadelphia, ARAMARK has approximately 240,000
employees serving clients in 20 countries. Learn more at the
company's Web site, www.aramark.com. About GS Capital Partners
Founded in 1869, Goldman Sachs is one of the oldest and largest
investment banking firms. Goldman Sachs is also a global leader in
private corporate equity and mezzanine investing. Established in
1992, the GS Capital Partners Funds are part of the firm's
Principal Investment Area in the Merchant Banking Division. Goldman
Sachs' Principal Investment Area has formed 12 investment vehicles
aggregating $35 billion of capital to date. Significant investments
include: VoiceStream Wireless, Allied World Assurance, Burger King,
SunGard, YES Network, Western Wireless, Nalco Company, Kabel
Deutschland and Coffeyville Resources. With $8.5 billion in
committed capital, GS Capital Partners V is the current primary
investment vehicle for Goldman Sachs to make privately negotiated
equity investments. About CCMP Capital CCMP Capital Advisors, LLC
("CCMP Capital"), formed in August 2006 by the former buyout/growth
equity investment team of JPMorgan Partners, is a leading private
equity investor. Through active management and its powerful value
creation model, CCMP Capital's investment team has established a
reputation as a world-class investment partner. CCMP Capital and
its London affiliate manage approximately $8 billion in direct
private equity investments. CCMP Capital's proprietary global
network includes its affiliate in Asia, CCMP Capital Asia Ltd., a
leading private equity firm with approximately $2 billion under
management, operating from offices in Hong Kong, Melbourne, Seoul,
Shanghai and Tokyo. CCMP Capital is an investment adviser
registered with the Securities and Exchange Commission. About J.P.
Morgan Partners J.P. Morgan Partners, LLC ("JPMP") is a leading
private equity firm with approximately $10 billion in capital under
management as of December 31, 2005. Since its inception in 1984,
JPMP has invested over $15 billion worldwide in consumer, media,
energy, industrial, financial services, healthcare and technology
companies. JPMP is an experienced investor in companies with
worldwide operations. Selected investments include: AMC
Entertainment, Cabela's, The International Cornerstone Group,
Pinnacle Foods, PQ Corporation, Brand Services and SafetyKleen
Europe. JPMP is a private equity division of JPMorgan Chase &
Co. (NYSE: JPM), one of the largest financial institutions in the
United States, and is a registered investment adviser with the
Securities and Exchange Commission. About Thomas H. Lee Partners
Thomas H. Lee Partners, L.P. is one of the oldest and most
successful private equity investment firms in the United States.
Since its founding in 1974, THL Partners has invested approximately
$12 billion of equity capital in more than 100 businesses with an
aggregate purchase price of more than $90 billion, completed over
200 add-on acquisitions for portfolio companies, and generated
superior returns for its investors and partners. THL Partners
identifies and acquires substantial ownership positions in large
growth-oriented companies through acquisitions, recapitalizations
and direct investments. The firm currently manages approximately
$20 billion of committed capital. Notable transactions sponsored by
the firm include Dunkin Brands, Michael Foods, Warner Music Group,
General Nutrition Companies, Houghton Mifflin Company, Fisher
Scientific International, Experian Information Solutions,
TransWestern Holdings, Cott Corporation and Snapple Beverage. About
Warburg Pincus LLC Warburg Pincus LLC ("Warburg Pincus") has been a
leading private equity investor since 1971. The firm currently has
more than $10 billion of assets under management and invests in a
range of industries including consumer and retail, industrial,
business services, healthcare, financial services, energy, real
estate, technology, media and telecommunications. Warburg Pincus is
an experienced partner to management teams seeking to build durable
companies with sustainable value. The firm has an active portfolio
of more than 100 companies. Significant current and past
investments include: Neiman Marcus, Knoll (NYSE: KNL), TransDigm
(NYSE: TDG), Mattel (NYSE: MAT), Mellon Financial (NYSE: MEL),
Neustar (NYSE: NSR), BEA Systems (NASDAQ: BEAS) and Coventry Health
Care (NYSE: CVH). Since inception, Warburg Pincus has sponsored 11
private equity funds which have invested approximately $23 billion
in more than 540 companies in 30 countries. Forward-Looking
Statements Forward-looking statements speak only as of the date
made. We undertake no obligation to update any forward-looking
statements, including prior forward-looking statements, to reflect
the events or circumstances arising after the date as of which they
were made. As a result of these risks and uncertainties, readers
are cautioned not to place undue reliance on any forward-looking
statements included herein or that may be made elsewhere from time
to time by, or on behalf of, us. This press release includes
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 that reflect our current
views as to future events and financial performance with respect to
our operations. These statements can be identified by the fact that
they do not relate strictly to historical or current facts. They
use words such as "aim," "anticipate," "are confident," "estimate,"
"expect," "will be," "will continue," "will likely result,"
"project," "intend," "plan," "believe," "look to" and other words
and terms of similar meaning in conjunction with a discussion of
future operating or financial performance. These statements are
subject to risks and uncertainties that could cause actual results
to differ materially from those expressed or implied in the
forward-looking statements. These factors include, but are not
limited to, (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (2) the outcome of any legal proceedings that have been
or may be instituted against ARAMARK and others following
announcement of the proposal or the merger agreement; (3) the
inability to complete the merger due to the failure to obtain
stockholder approval or the failure to satisfy other conditions to
the completion of the merger, including the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 and the receipt of other required regulatory approvals;
(4) the failure to obtain the necessary debt financing arrangements
set forth in commitment letters received in connection with the
merger; (5) risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the merger; (6) the ability to recognize
the benefits of the merger; (7) the amount of the costs, fees,
expenses and charges related to the merger and the actual terms of
certain financings that will be obtained for the merger; and (8)
the impact of the substantial indebtedness incurred to finance the
consummation of the merger; and other risks that are set forth in
the "Risk Factors," "Legal Proceedings" and "Management Discussion
and Analysis of Results of Operations and Financial Condition"
sections of and elsewhere in ARAMARK's SEC filings, copies of which
may be obtained by contacting ARAMARK's investor relations
department via its website www.aramark.com. Many of the factors
that will determine the outcome of the subject matter of this press
release are beyond ARAMARK's ability to control or predict.
Important Additional Information Regarding the Merger will be filed
with the SEC. In connection with the proposed merger, ARAMARK will
file a proxy statement with the Securities and Exchange Commission
(the "SEC"). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE
MERGER. Investors and security holders may obtain a free copy of
the proxy statement (when available) and other documents filed by
ARAMARK at the SEC website at http://www.sec.gov. The proxy
statement and other documents also may be obtained for free from
ARAMARK by directing such request to ARAMARK Corporation, Investor
Relations Department, ARAMARK Tower, 1101 Market Street,
Philadelphia, Pennsylvania 19107, telephone (215)238-3708. ARAMARK
and its directors, executive officers and other members of its
management and employees may be deemed participants in the
solicitation of proxies from its stockholders in connection with
the proposed merger. Information concerning the interests of
ARAMARK's participants in the solicitation, which may be different
than those of ARAMARK stockholders generally, is set forth in
ARAMARK's proxy statements and Annual Reports on Form 10-K,
previously filed with the SEC, and will be set forth in the proxy
statement relating to the merger when it becomes available.
Aramark (NYSE:RMK)
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