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Cuno Completes Acquisition of WTC Industries
MERIDEN, Conn. -- Cuno Inc. has completed its acquisition of WTC Industries Inc., Eagan, Minn. The transaction was completed following the approval by a majority of WTC's shareholders at a special meeting July 29.Under the terms of the transaction, Cuno will pay WTC's stockholders $39.87 in cash for each WTC share outstanding. WTC option and warrant holders will receive a cash payment based on the difference between $39.87 per share and the exercise price of their options and warrants. The aggregate consideration for the outstanding WTC shares (including payments for the settlement of outstanding stock options and warrants) will be approximately $110 million, including the assumption of WTC's outstanding bank debt of approximately $10 million as of July 29.Cuno funded the acquisition with a combination of existing cash and bank borrowings under a new five-year $120 million credit facility that was arranged with a syndicate of banks led by HSBC Bank. The acquisition is expected to be accretive for Cuno in the first full year of ownership."The acquisition of WTC Industries will broaden Cuno's product line, technology portfolio and customer base and expand the company's presence in the water filtration business. WTC's PentaPure water filtration business is an excellent strategic fit with our Potable Water business, Cuno's largest and fastest growing business," comments Mark G. Kachur, chairman and chief executive officer. "Combining Cuno's and PentaPure's capabilities and strengths in engineering, innovative product development, customized manufacturing and highly focused customer support will enable us to provide greater value to our customers and shareholders. With the completion of this transaction, Cuno's worldwide OMA sales, or sales to original equipment manufacturers, multi- level marketers, and appliance manufacturers, are expected to exceed $100 million in fiscal 2005 and our future growth prospects in the water filtration business will be significantly enhanced."Citigroup Global Markets Inc. acted as financial advisor to Cuno and Robert W. Baird & Co. acted as financial advisor to WTC.Cuno is a world designer, manufacturer and marketer of a comprehensive line of filtration products for the separation, clarification and purification of liquids and gases. Cuno's products, which include proprietary depth filters and semi-permeable membrane filters, are used in the potable water, healthcare, and fluid processing markets."