Zareba Systems Inc. (Nasdaq: ZRBA) has agreed to a reverse merger with Woodstream Corp., mouse trap and pet cage maker owned by Code Hennessey & Simmons and Brockway Moran & Partners. Under terms of the deal, Zareba would become a subsidiary of Woodstream, with Zareba stockholders to receive $9 per share (nearly a 100% premium to yesterday’s closing price). The total deal would be worth around $22.32 million.
PRESS RELEASE
Zareba Systems, Inc. (NASDAQ:ZRBA) announced today that it has signed a definitive agreement to merge with a subsidiary of Woodstream Corporation, a Pennsylvania corporation. Woodstream is majority owned by private equity firms Brockway Moran & Partners, Inc. and Code Hennessy & Simmons LLC.
Under the terms of the agreement, a newly-formed subsidiary of Woodstream will merge with and into Zareba, Zareba will become a wholly-owned subsidiary of Woodstream, and Zareba shareholders will receive $9.00 in cash for each outstanding share of Zareba common stock. This price represents a premium of approximately 100% over the closing price of Zareba stock on January 11, 2010. Zareba’s board of directors and a special committee of Zareba’s disinterested directors have unanimously approved the agreement and the merger. The merger is expected to be completed in the first half of 2010 and is subject to Zareba shareholder approval and other customary closing conditions. A special meeting of Zareba shareholders will be announced following preparation and filing of proxy materials with the Securities and Exchange Commission.
“Our board thoroughly explored strategic alternatives for enhancing shareholder value and determined that this transaction with Woodstream represents an excellent value to our shareholders,” stated Zareba President and Chief Executive Officer Dale Nordquist. “Furthermore, our complementary product offerings and market strengths will also result in the substantial utilization of our existing operations and employees going forward.”
“Zareba’s and Woodstream’s Fi-Shock product offerings are highly complementary and when combined will result in an impressive portfolio of products, brands and intellectual property” stated Woodstream President and Chief Executive Officer Harry E. Whaley. “Zareba’s operations will significantly enhance our operating capabilities and allow us to better serve the needs of our customers around the world.”
Greene Holcomb & Fisher LLC acted as financial advisor, and Fredrikson & Byron, P.A. served as legal advisor, to Zareba. William Blair & Company LLC acted as financial advisor, and Faegre & Benson LLP served as legal advisor, to Woodstream.
About Zareba Systems, Inc.
Zareba Systems, Inc., a Minnesota corporation since 1960, is the world’s leading manufacturer of electronic perimeter fence and security systems for animal and access control. The Company’s corporate headquarters is located in Minneapolis, with manufacturing facilities in Ellendale, Minn. Its Zareba Systems Europe subsidiary owns Rutland Electric Fencing Co., the largest manufacturer of electric fencing products in the United Kingdom. The corporate web site is located at www.ZarebaSystemsInc.com.
About Woodstream Corporation
Woodstream Corporation, a Pennsylvania corporation since 1902, is a designer, manufacturer and marketer of a broad range of branded consumer products with facilities in Canada, Colorado, Missouri, Pennsylvania, Tennessee and China. The Company’s product portfolio includes wild bird feeders, organic pest controls, rodent and wild animal control equipment, lawn & garden décor products and animal training and containment products marketed under a variety of brands including Victor®, Fi-Shock®, Safer Brand®, Perky Pet®, Mosquito Magnet® and Havahart®. Woodstream’s products are sold at more than 100,000 retail locations throughout the United States and internationally. The corporate web site is located at www.woodstreamcorp.com.
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