Camco Inc.
TSX : COC

Camco Inc.

July 25, 2005 08:54 ET

Take-Over Bid for Camco Inc.

BURLINGTON, ONTARIO--(CCNMatthews - July 25, 2005) - Controladora Mabe S.A. de C.V. ("Mabe") of Mexico and Camco Inc. (TSX:COC) ("Camco") of Canada announced today that they have entered into a Support Agreement pursuant to which, a wholly owned subsidiary of Mabe, will make an offer to purchase all of the common shares of Camco at a price of $3.52 (Cdn.) per share for an aggregate value of approximately $70.4 million (Cdn.). The offer represents a premium of 53% to the July 22, 2005 closing price of the Camco common shares (COC). The offer is expected to be mailed to Camco's shareholders in August. The offer will be subject to conditions customary in transactions of this nature, including at least a minimum of 75.5% of the outstanding shares of Camco being tendered (which is the minimum number of shares that must be tendered to the offer in order for Mabe to be able to effect a subsequent going private transaction under the Canada Business Corporations Act and Rule 61-501 of the Ontario Securities Commission).

A Special Committee of Camco's Board of Directors, which is comprised entirely of independent directors, has agreed to unanimously support the offer. National Bank Financial Inc., the financial advisor to the Special Committee, has prepared a formal valuation as required by applicable securities laws as a result of the significant shareholdings of the General Electric Company and its affiliates in each of Mabe and Camco and has also opined that the consideration under the offer is fair from a financial point of view to Camco's minority shareholders. As a result, Camco's Board of Directors will recommend that Camco's shareholders accept the offer. The Board of Directors of Camco has agreed not to solicit competing bids but has reserved the right to consider unsolicited superior proposals.

General Electric has agreed to cause its subsidiary, General Electric Canada Inc., to tender its 51% interest in Camco to the offer. Camco's next largest shareholder, GSW Inc., which owns 20% of the shares, has not advised Camco whether it will accept Mabe's offer. CIBC World Markets Inc. is acting as financial advisor to Mabe in connection with this transaction.

About Mabe

Mabe, a Mexican company, is a leader in the Latin American appliance market, with commercial and production facilities in most countries of Central and South America. Mabe operates 13 manufacturing plants in total, eight of which are in Mexico. The Company manufactures 12 million appliances annually, employs 18,000 employees and expects 2005 sales of $2.2 billion (USD). Mabe is a major exporter of ranges and refrigerators to the US market through a relationship with GE. GE holds a 48% interest in Mabe. For more information, please visit Mabe's website at www.mabe.com.mx.

Luis Berrondo, Mabe's Chairman and CEO, commented on the acquisition: "We are very pleased to be able to establish our presence in Canada. Camco is a major player in the Canadian appliance market, and its Montreal facility is an efficient manufacturer of clothes dryers for the US market. Mabe anticipates working with Camco to increase its market share in Canada through increased sales from Mabe's Mexican facilities, as well as working with the Montreal Plant to ensure its competitiveness in this rapidly globalizing world. I'm proud to welcome Camco's employees to the Mabe family and I'm certain that Mabe will be able to offer them continued opportunities".

About Camco

Camco is the largest Canadian manufacturer, marketer and servicer of home appliances, with 2004 sales of $643 Million (Cdn). The Company's product lines include popular brands such as GE, Profile, Monogram, Hotpoint, Moffat and BeefEater. Camco manufactures clothes dryers and dishwashers at its Montreal Plant, and is the primary supplier of clothes dryers to GE in the US. For information, please visit Camco's website at www.geappliances.ca.

James Fleck, President and CEO of Camco commented: "This transaction is very good news for Camco's shareholders, customers and employees. Mabe is one of the most respected appliance companies in the world, and together we will be able to offer Canadian consumers new and more competitive choices. Mabe's ownership will also strengthen our position as North America's leading manufacturer of clothes dryers".

Contact Information

  • Camco Inc. - Mexico
    Rafael Nava
    Public Relations General Manager, Mabe
    011 (5255) 52271110
    or
    Camco Inc. - Canada
    Neil Gartshore
    Vice-President Finance and CFO
    905 315 2389