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Exide Technologies Announces Planned $75
Million Rights Offering And Sale Of Additional Shares Of Common
Stock For $50 Million
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Alpharetta, Ga. – (June 28, 2006) – Exide
Technologies (NASDAQ: XIDE, www.exide.com), a global leader in
stored electrical energy solutions, today announced that it is
planning to make a $75.0 million rights offering of common stock
to its shareholders. The subscription price for the rights
offering will be equal to 80% of the average closing price per
share of the Company's common stock for the 30 trading day
period ending July 6, 2006, but it will not be higher than $4.50
per share nor lower than $3.00 per share.
The Company has also entered into a standby purchase agreement
with Tontine Capital Partners, L.P., Legg Mason Investment
Trust, Inc. and Arklow Capital, LLC pursuant to which the
investors have agreed to backstop the rights offering by
exercising any rights remaining unexercised at the close of the
rights offering and Tontine and Legg Mason have agreed to
purchase at the rights offering subscription price additional
shares for $50.0 million.
The agreement is subject to several closing conditions,
including shareholder approval which will be sought at the
Company's annual meeting scheduled to take place in August 2006.
Because the Company must register the rights offering with the
Securities and Exchange Commission, no record date has been set
yet. Further information is contained in the Company's Form 8-K
to be filed with the Securities and Exchange Commission.
The Company will utilize the proceeds of the transactions to
accelerate its restructuring plans and planned capital
expenditures.
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The shares to
be sold to the investors will not be registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption.
About Exide Technologies
Exide Technologies, with operations in 89 countries, is one of
the world's largest producers and recyclers of lead-acid
batteries. The Company's four global business groups -
Transportation Americas, Transportation Europe and Rest of
World, Industrial Energy Americas and Industrial Energy Europe
and Rest of World - provide a comprehensive range of stored
electrical energy products and services for industrial and
transportation applications. Transportation markets include
original-equipment and aftermarket automotive, heavy-duty truck,
agricultural and marine applications, and new technologies for
hybrid vehicles and 42-volt automotive applications. Industrial
markets include network power applications such as
telecommunications systems, electric utilities, railroads,
photovoltaic (solar-power related) and uninterruptible power
supply (UPS), and motive-power applications including lift
trucks, mining and other commercial vehicles.
Further information about Exide is available at
www.exide.com.
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Media/Investor Contact |
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Forward-Looking Statements
Except for historical information, this press release may be
deemed to contain "forward-looking" statements. The Company
desires to avail itself of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 (the "Act") and
is including this cautionary statement for the express purpose
of availing itself of the protection afforded by the Act. The
Company undertakes no obligation to publicly update or revise
any forward-looking statement in this or any prior
forward-looking statements whether as a result of new
information, future developments or otherwise.
Examples of forward-looking statements include, but are not
limited to (a) projections of revenues, cost of raw materials,
income or loss, earnings or loss per share, capital
expenditures, growth prospects, dividends, the effect of
currency translations, capital structure and other financial
items, (b) statements of plans of and objectives of the Company
or its management or board of directors, including the
introduction of new products, or estimates or predictions of
actions by customers, suppliers, competitors or regulating
authorities, (c) statements of future economic performance, (d)
statements of assumptions, such as the prevailing weather
conditions in the Company's market areas, underlying other
statements and statements about the Company or its business and
(e) statements regarding the ability to comply with or
alternatively obtain amendments under the Company's debt
agreements.
Factors that could cause actual results to differ materially
from these forward looking statements include, but are not
limited to, the following general factors such as: (i) the
Company’s ability to implement and fund based on current
liquidity business strategies and restructuring plans, (ii)
unseasonable weather (warm winters and cool summers) which
adversely affects demand for automotive and some industrial
batteries, (iii) the Company’s substantial debt and debt service
requirements which may restrict the Company’s operational and
financial flexibility, as well as imposing significant interest
and financing costs, (iv) the Company’s ability to comply with
the covenants in its debt agreements or obtain waivers of
noncompliance, (v) the litigation proceedings to which the
Company is subject, the results of which could have a material
adverse effect on the Company and its business, (vi) the
realization of the tax benefits of the Company’s net operating
loss carry forwards, which is dependent upon future taxable
income, (vii) the fact that lead, a major constituent in most of
the Company’s products, experiences significant fluctuations in
market price and is a hazardous material that may give rise to
costly environmental and safety claims, (viii) competitiveness
of the battery markets in North America and Europe, (ix) the
substantial management time and financial and other resources
needed for the Company’s consolidation and rationalization of
acquired entities, (x) risks involved in foreign operations such
as disruption of markets, changes in import and export laws,
currency restrictions, currency exchange rate fluctuations and
possible terrorist attacks against U.S. interests, (xi) the
Company’s exposure to fluctuations in interest rates on its
variable debt, (xii) the Company’s ability to maintain and
generate liquidity to meet its operating needs, (xiii) general
economic conditions, (xiv) the ability to acquire goods and
services and/or fulfill labor needs at budgeted costs, (xv) the
Company’s reliance on a single supplier for its polyethylene
battery separators, (xvi) the Company’s ability to successfully
pass along increased material costs to its customers, (xvii) the
Company’s ability to comply with the provisions of Section 404
of the Sarbanes-Oxley Act of 2002, (xviii) adverse reactions by
creditors, vendors, customers, and others to the going-concern
modification to the Company’s Consolidated Financial Statements
included in the Report of Independent Registered Public
Accounting Firm in this report, (xix) the loss of one or more of
the Company’s major customers for its industrial or
transportation products, and (xx) the Company’s ability to
consummate a rights offering and private placement of stock as
noted below, including obtaining appropriate shareholder
approval.
Therefore, the Company cautions each reader of this press
release carefully to consider those factors set forth above and
those factors described in its Annual Report on Form 10-K for
the fiscal year ended March 31, 2006 because such factors have,
in some instances, affected and in the future could affect, the
ability of the Company to achieve its projected results and may
cause actual results to differ materially from those expressed
herein. |
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