Exhibit (a)(8)
Draft 7--December 10, 1997, 1:30 p.m. Contact:
Xxxxxxx X. Xxx
For Release: December 11, 1997 000-000-0000
MASCOTECH REACHES AGREEMENT TO
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PURCHASE ALL OUTSTANDING SHARES OF TRIMAS
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Xxxxxx and Ann Arbor, Michigan (December 11, 1997) --MascoTech,
Inc. (NYSE: MSX) and TriMas Corporation (NYSE: TMS ) today jointly announced
that they have executed a definitive merger agreement pursuant to which
MascoTech will purchase for $34.50 per share in cash all outstanding shares of
TriMas not already owned by MascoTech, for an aggregate of approximately $900
million.
The merger agreement provides that MascoTech will commence a
tender offer within five business days. Pursuant to the merger agreement, any
shares not purchased in the offer (other than shares as to which dissenters'
rights have been perfected) will be acquired for the same price in cash, in a
second-step merger. TriMas currently has approximately 41 million shares
outstanding. MascoTech currently owns approximately 15.2 million shares or 37
percent of the outstanding shares of TriMas and certain MascoTech related
parties own approximately 3.4 million shares or 8 percent of the outstanding
shares of TriMas.
The tender offer will be subject to the condition that a
majority of the approximately 21.9 million outstanding shares that could be
tendered by shareholders, other than MascoTech and certain MascoTech related
parties, are validly tendered and not withdrawn, as well as other customary
conditions including clearance under the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act. Neither the offer nor the merger is subject to a financing
condition.
The merger agreement was approved by the Boards of Directors of
TriMas and MascoTech following, in each case, the unanimous recommendation of
the merger to the Board of each company by a Special Committee of independent
Directors of each respective company. XX Xxxxxxxxxx, a division of BT Alex.
Xxxxx Incorporated, has served as financial advisor to the Special Committee
of TriMas. Xxxxxxx Xxxxx Barney Inc. has acted as financial adviser to
MascoTech in connection with the transaction.
The merged organization will have a combined sales volume of
$1.6 billion and will retain the name MascoTech, Inc.
Xxxxxxx X. Xxxxxxxxx, who is currently Chairman and Chief
Executive Officer of MascoTech and Chairman of TriMas, will serve as Chairman
of the combined companies. Other members of the senior management team of the
merged organization will include Xxxxx X. Xxxxxxxxx, currently Executive Vice
President of Masco Corporation, who will become Vice Chairman and Chief
Executive Officer of the combined companies; MascoTech President Xxx X.
Xxxxxxx and TriMas President Xxxxx X. Xxxxxxxx, who will continue as Co-Chief
Operating Officers; and MascoTech Vice President Xxxxxxx Xxxxxxx, who will
become Senior Vice President and Chief Financial Officer of the combined
companies..
Xxxxxxxxx commented, "This merger combines two outstanding
companies, both of which have leadership positions in the commercial and
industrial markets, including transportation-related markets. I am pleased
that the combined company will be led by an exceptional management team that I
believe will create value for our shareholders in the future."
Xxxxxxxx added, "joining forces with MascoTech is a unique and
exciting opportunity for all TriMas businesses, customers and employees. The
strengths of both organizations in our respective markets will further
position the combined company as a leading provider of proprietary products
and technologies to our customers on a worldwide basis. MascoTech has
world-class metalforming and other technical capabilities that will be
utilized by many of TriMas' operations, allowing them to expand into and serve
markets and customers in ways not possible before."
MascoTech's transportation-related businesses include
metal-worked components primarily for vehicle engine and drivetrain
applications and automotive aftermarket products.
TriMas is a diversified proprietary products company with
leadership product positions in commercial, industrial and consumer niche
markets.
Visit MascoTech's website at xxxx://xxx.xxxxxxxxx.xxx.
MascoTech's press releases are also available through Company News On-Call by
fax, 000-000-0000, extension 535375, or http ://www. prnewswire. com.
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