Fortune Brands and General Binding Corporation Announce Further Progress toward Creation of ACCO Brands Corporation
2005年7月20日 - 7:10AM
ビジネスワイヤ(英語)
Fortune Brands, Inc. (NYSE:FO) and General Binding Corporation
(NASDAQ:GBND): -- Registration Statement Declared Effective by SEC
-- GBC Sets August 15 for Special Stockholder Meeting to Approve
Merger with ACCO World -- Transaction Expected to Close Shortly
Thereafter Fortune Brands, Inc. (NYSE:FO) and General Binding
Corporation (NASDAQ:GBND) today announced further progress toward
the completion of the previously announced spin-off/merger that
will create ACCO Brands Corporation. As reported on March 16, 2005,
ACCO Brands is being formed through the spin-off of Fortune Brands'
ACCO World Corporation office products unit and its merger with
General Binding Corporation (GBC). The companies announced today
that the registration statement relating to the issuance of ACCO
Brands common stock to GBC stockholders under the previously
announced merger agreement among GBC, Fortune Brands and ACCO World
was declared effective by the Securities and Exchange Commission on
July 15, 2005. The registration statement contains the proxy
statement/prospectus-information statement that describes the
proposed merger, merger agreement and the related issuance of ACCO
Brands common stock. The proxy statement/prospectus-information
statement is expected to be mailed this week to GBC stockholders of
record entitled to vote on the transaction. The companies further
reported that GBC will hold a special meeting of its stockholders
on August 15, 2005, at 10:30 a.m., local time, at GBC's
headquarters in Northbrook, Illinois, to vote on this proposed
merger. GBC stockholders of record as of June 23, 2005 will be
entitled to vote at the special meeting. GBC's majority
stockholder, Lane Industries, Inc., has agreed to vote for the
merger. In addition to the approval of GBC's stockholders, the
merger is subject to certain other conditions that are described in
the proxy statement/prospectus-information statement, including
receipt of required non-U.S. competition authority approvals. As
previously announced on May 18, the waiting period for the U.S.
Federal Trade Commission to review the transaction, required under
the Hart-Scott-Rodino Antitrust Improvements Act, has expired. The
transaction is expected to close shortly following the GBC
stockholder meeting. As announced on March 16, 2005 and as
described in the registration statement, ACCO Brands will be a
leading supplier of branded office products with nearly $2 billion
in annual revenue and a global footprint. Its portfolio of
industry-leading brands will include Swingline, Kensington, Wilson
Jones, Quartet, GBC and Day-Timer, among others. With increased
scale and international reach, ACCO Brands will be well positioned
to capitalize on growth opportunities in the global office products
market. It is expected that ACCO Brands' common stock will be
listed on the New York Stock Exchange under the symbol ABD. About
Fortune Brands Fortune Brands, Inc. is a $7 billion leading
consumer brands company. Its operating companies have premier
brands and leading market positions in home and hardware products,
spirits and wine, golf equipment and office products. Home and
hardware brands include Moen faucets, Aristokraft, Schrock, Diamond
and Omega cabinets, Therma-Tru door systems, Master Lock padlocks
and Waterloo tool storage sold by units of Fortune Brands Home
& Hardware, Inc. Major spirits and wine brands sold by units of
Jim Beam Brands Worldwide, Inc. include Jim Beam and Knob Creek
bourbons, DeKuyper cordials, The Dalmore single malt Scotch, Vox
vodka and Geyser Peak and Wild Horse wines. Acushnet Company's golf
brands include Titleist, Cobra and FootJoy. Office brands include
Swingline, Wilson Jones, Kensington and Day-Timer sold by units of
ACCO World Corporation. Fortune Brands, headquartered in
Lincolnshire, Illinois, is traded on the New York Stock Exchange
under the ticker symbol FO and is included in S&P 500 Index and
the MSCI World Index. About ACCO World Corporation The ACCO World
Corporation unit of Fortune Brands is a world leader in branded
office products. With leading brands including Swingline, Wilson
Jones, Kensington, Day-Timer, Boone, Apollo and Rexel, the
company's innovative products help people work more efficiently,
more comfortably and more productively than ever before. ACCO's
annual sales exceed $1.1 billion. The company is headquartered in
Lincolnshire, IL. About General Binding Corporation General Binding
Corporation (GBC) is a world leader in products that bind,
laminate, and display information enabling people to accomplish
more at work, school and home. GBC's products are marketed in over
100 countries under the GBC, Quartet, and Ibico brands. These
products are designed to help people enhance printed materials and
organize and communicate ideas. The company is headquartered in
Northbrook, IL. Forward-Looking Statements This press release
contains statements relating to future results, which are
forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements, which are based on certain assumptions and describe
future plans, strategies and expectations of Fortune Brands, ACCO
World and GBC, are generally identifiable by use of the words
"believe," "expect," "intend," "anticipate," "estimate,"
"forecast," "project," "plan," or similar expressions. Fortune
Brands', ACCO's and GBC's ability to predict results or the actual
effect of future plans or strategies is inherently uncertain and
actual results may differ from those predicted. Fortune Brands,
ACCO and GBC undertake no obligation to update these
forward-looking statements in the future. Among the factors that
could cause plans, actions and results to differ materially from
current expectations are: competition within the office products,
document finishing and film lamination industries; the effects of
economic and political conditions; the ability of distributors to
successfully market and sell our products; the availability and
price of raw materials; dependence on certain suppliers of
manufactured products; the effect of consolidation in the office
products industry; the ability to obtain governmental approvals of
the transaction on the proposed terms and schedule; the failure of
GBC stockholders to approve the merger; the risk that the
businesses will not be integrated successfully; the risk that the
cost savings and any synergies from the transaction may not be
fully realized or may take longer to realize than expected;
disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; as
well as other risks and uncertainties detailed from time to time in
Fortune Brands', ACCO's and GBC's respective Securities and
Exchange Commission filings. ACCO World Corporation has filed a
Registration Statement on Form S-4 with the Securities and Exchange
Commission (Registration No. 333-124946) containing the definitive
proxy statement/prospectus-information statement regarding the
proposed transaction. Investors are urged to read the definitive
proxy statement/prospectus-information statement which contains
important information, including detailed risk factors. The
definitive proxy statement/prospectus-information statement and
other documents which will be filed by Fortune Brands, ACCO and GBC
with the Securities and Exchange Commission are available free of
charge at the SEC's website, www.sec.gov, or by directing a request
to ACCO World Corporation, 300 Tower Parkway, Lincolnshire, IL,
60069, Attention: Investor Relations; or by directing a request to
General Binding Corporation, One GBC Plaza, Northbrook, IL, 60062,
Attention: Investor Relations. GBC, its directors, and certain of
its executive officers may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information about the participants in the solicitation
is set forth in the definitive proxy
statement/prospectus-information statement.