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[October 2000]
The French Company Verrerie Cristallerie D'Arques, announces merger agreement with Mikasa to become No. 1 in Tableware in the North American Market
J.G. Durand Industries, S.A., the parent company of Verrerie Cristallerie d'Arques, the world's largest glass and crystal manufacturer, and Mikasa, Inc. (NYSE-MKS), a leading tabletop products company, have entered into a definitive merger agreement.
Under the terms of the merger agreement, Mikasa's public stockholders will receive $16.50 per share in cash, which represents a 69% premium to the last reported closing price of Mikasa stock. Alfred J. Blake, Chairman of Mikasa, Raymond B. Dingman, President and Chief Executive Officer of Mikasa, Anthony F. Santarelli, Executive Vice President of Mikasa, as well as George T. Aratani, Chairman Emeritus and the founder of Mikasa, will retain a substantial investment in Mikasa.
Philippe Durand, President du Directoire of J.G. Durand Industries and its subsidiary Verrerie Cristallerie d'Arques, stated, "This merger allows acceleration in our growth in the world's largest market for tabletop products and the addition of very attractive brands, which are highly valued by American consumers, and for which the development potential is global. We expect Mikasa's management team, associates and suppliers to continue the high standards that have made Mikasa a leader in the tabletop industry. We are particularly optimistic about the international opportunities available for Mikasa within our new alliance, given Verrerie Cristallerie d'Arques's substantial experience in worldwide distribution. With this combination, we are reinforcing our position as world leader in tableware."
Mikasa entered into the merger agreement following Board of Directors approval based in part upon the unanimous recommendation of a special committee comprised of non-management directors of Mikasa's Board of Directors. The special committee has received an opinion from CIBC World Markets that the price of $16.50 per share is fair from a financial point of view to the stockholders other than the holders that will retain a substantial investment.
ENDS