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Eltron International Announces Acquisition By Zebra Technologies |
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SIMI VALLEY, Calif., July 9, 1998 — Eltron International, Inc. today announced that it has signed a definitive agreement with Zebra Technologies Corporation for Zebra to acquire 100% of the outstanding shares of Eltron International. The transaction is subject to shareholder approval, customary closing conditions, and certain regulatory approvals, including the applicable Hart-Scott-Rodino review.
The contemplated transaction will be structured as a pooling-of-interest tax-free merger in which each of Eltron's common shares will be exchanged for .90 shares of Zebra common stock. This exchange ratio represents $36.00 per share of Zebra's Class B common stock for each Eltron common share based on the closing prices of July 8, 1998 ($40.00 per share for Zebra and $28.625 per share for Eltron). On a pro forma basis, the combined company would have generated sales in excess of $313 million in the 12 months ended March 31, 1998 and would have over $147 million in cash and investments and a market value of over $1.2 billion at current prices. Edward Kaplan, Zebra's chairman and CEO will remain as chairman and CEO of the combined entity. Donald K. Skinner, Eltron's chairman and CEO will become vice chairman of the board and head the company's card printer business. The Company's headquarters will be in Vernon Hills, IL.
Zebra and Eltron management cited a number of important strategic benefits that they expect to result from the merger, including the creation of the broadest line of bar code printers in the world, expanded distribution of both companies' product offerings, and opportunities to reduce costs through greater economies of scale. Moreover, the combination of the two companies' development teams is expected to result in more rapid development of new printer products to serve the expanding needs of the worldwide bar code and plastic card markets.
Donald K. Skinner, Chairman and Chief Executive Officer of Eltron International who will become Vice Chairman of the Board of Zebra International and head the combined company's printer division, stated: "We believe that this combination is a positive transaction for all of our shareholders, customers and suppliers. Eltron's and Zebra's technological capabilities and financial strengths will enable the new combined company to aggressively pursue growth opportunities in our diverse and growing markets.
"The Zebra®Eltron combination creates a fantastic set of opportunities and growth synergies," stated Edward Kaplan, Zebra's chairman and CEO. "The combined entity brings huge breadth of product, world-wide distribution, and the largest product development team in the world dedicated to bar code printer products. In addition, Eltron's high growth card printer division provides an exciting new dimension to Zebra's excellent growth prospects. Our combined resources will create a company that is significantly stronger than either of us as a separate entity."
Eltron International designs, manufactures and markets high-quality, low-cost bar code label and plastic card printers, secure card printing systems, ribbons, self-adhesive labels and related accessories throughout the world. The Company's headquarters are located in Simi Valley, California. Eltron stock is traded on the NASDAQ National Market under the symbol ELTN.
Zebra Technologies manufactures a broad line of thermal transfer demand label printers, related supplies and label design software used principally in automatic identification applications throughout the world. The Company's headquarters are located in Vernon Hills, IL. Zebra stock is traded on the NASDAQ National Market under the symbol ZBRA.
A registration statement relating to the securities to be issued in the merger will be filed with the Securities and Exchange Commission. Such securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This announcement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any State in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. When available, copies of the prospectus may be obtained from Charles R. Whitchurch at Zebra's headquarters, 333 Corporate Woods Parkway, Vernon Hills, IL 60061 (847) 634 6700.
Eltron and Zebra will host a joint conference call tomorrow morning, Friday, July 10 at 6:00 a.m., Pacific Daylight Time. To participate in the teleconference, please call (212) 896-6074 approximately ten minutes prior to the conference time. Tell the operator that you want to participate in the Eltron International conference call.
NOTE: This news release contains forward looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are inherently subject to risks and uncertainties which could cause Eltron's actual results to differ materially from the forward looking statements. Reference should be made to the discussion of the risks and uncertainties affecting Eltron's business and results as included in the company's filings from time to time with the Securities and Exchange Commission. |
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| About Zebra Card Printer Solutions |
A world leader in desktop card printers, Zebra Card Printer Solutions is a division of Zebra Technologies Corporation, which delivers innovative and reliable on-demand printing solutions to businesses and governments in more than 100 countries around the world. A broad range of applications benefit from Zebra brand thermal barcode label and receipt printers and plastic card printers (formerly branded Eltron®), resulting in enhanced security, increased productivity, improved quality, lower costs and better customer service. Information about Zebra card printers can be found at www.zebracard.com. Information about Zebra Technologies can be found at www.zebra.com.
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| Contact Information |
Zebra Technologies Corporation
Card Imaging Division |
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