• Combination of North American plastic pipe manufacturers expected to offer complementary product offerings and expanded geographic reach.
LIVINGSTON, NJ, & EUGENE, OR, Jan. 16, 2007 -- J-M Manufacturing Company Inc. and PW Eagle Inc., manufacturers of plastic pipe, fittings and tubing products, yesterday announced that they have signed a definitive merger agreement under which J-M Manufacturing will acquire all of the outstanding common shares of PW Eagle for $33.50 per share in cash. The transaction represents an implied total equity value of approximately $400 million.
J-M Manufacturing, headquartered in Livingston, New Jersey, operates a total of 14 plastic pipe manufacturing facilities and serves customers throughout North America. Based in Eugene, Oregon, PW Eagle operates 12 plastic pipe manufacturing facilities in eight states and serves customers throughout the United States.
"With manufacturing facilities throughout North America, the combined company will have broader geographic reach, offer an expanded product line, and deliver value to customers and end users in new and innovative ways," said Walter W. Wang, President and Chief Executive Officer of J-M Manufacturing. "PW Eagle enjoys long-term relationships with its customers because it serves them effectively and efficiently. J-M Manufacturing and PW Eagle have many shared strengths, including a belief in the vital role our products play in safely delivering drinking water, electricity, gas, and other essentials. With this merger, we are even better positioned to bring value and passion to the pipe industry in serving the growing needs of our society."
"With the announcement of this merger, we believe the strategic committee of PW Eagle's board of directors has fulfilled its pledge to maximize shareholder value following a thorough process during which a wide range of strategic alternatives were considered," commented Jerry Dukes, Chairman and Chief Executive Officer of PW Eagle. "In addition, by combining our companies, we believe we will be able to provide customers with a broader selection of innovative products, superior delivery and unmatched customer service, and make new opportunities for growth available to our employees."
On May 30, 2006, PW Eagle's board of directors announced the formation of a strategic committee, consisting entirely of independent directors, to explore strategic alternatives to maximize shareholder value. The strategic committee engaged Morgan Joseph & Co., Inc. as financial advisor to the committee in order to explore various strategic options. As a part of this exploration process, the strategic committee conducted an auction which generated interest from numerous parties. Upon thorough review of the various strategic alternatives, and upon unanimous approval and recommendation of the strategic committee, the board of directors of PW Eagle has unanimously approved the merger agreement with J-M Manufacturing and has resolved to recommend that its shareholders approve the merger. PW Eagle's largest shareholder, Pirate Capital, LLC, has agreed to vote in favor of the transaction.
The transaction is expected to be completed during the second quarter of 2007, subject to customary closing conditions, including the receipt of regulatory approvals, and approval by PW Eagle's shareholders. There is no financing condition to the obligation of J-M Manufacturing to consummate the merger.
Morgan Joseph & Co. Inc. acted as the financial advisor to PW Eagle's strategic committee and Rothschild Inc. rendered a fairness opinion to the strategic committee with respect to the transaction. Kramer Levin Naftalis & Frankel LLP and Fredrikson & Byron, P.A. served as legal counsel for the strategic committee and PW Eagle in connection with the transaction. Pali Capital, Inc. served as exclusive financial advisor to J-M Manufacturing and arranged necessary financing, and McDermott Will & Emery LLP acted as J-M Manufacturing's legal counsel.
PW Eagle Inc. (www.pweagleinc.com) is a leading extruder of PVC pipe products and its wholly-owned subsidiary, USPoly Company LLC, is a leading manufacturer of polyethylene pipe and fittings. Together, PW Eagle and USPoly operate 12 manufacturing facilities across the United States. PW Eagle's common stock is traded on the Nasdaq Global Market under the symbol PWEI.
J-M Manufacturing Company Inc. (www.jmm.com) was formed in 1982 with the acquisition of eight pipe production facilities. Today, the company operates 14 manufacturing plants across the United States. JMM produces water, sewer, solvent weld, electrical conduit, ABS and polyethylene pipe in diameters ranging from ½'' to 48" for PVC and ½'' to 63" in HDPE. JMM is dedicated to developing the plastic pipe market by offering superior products, unparalleled quality, and ensuring that its business makes a positive contribution to the environment, the communities it serves, its customers, and employees.
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