Filed by Robertson-Ceco Corporation
pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 and
Rule 14d-2 under the Securities
Exchange Act of 1934
Subject Company: Butler
Manufacturing Company
Commission File No. 001-12335
Date: April 16, 2004
The following press release was issued by Robertson-Ceco Corporation
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CONTACTS:
FROM ROBERTSON-CECO CORPORATION:
Christopher B. Campbell
Tel: (312) 419-8220
Fax: (312) 419-9417
ccampbell@heico-acq.com
FROM CCG INVESTOR RELATIONS:
Crocker Coulson, Partner
Tel: (818) 789 0100
crocker.coulson@ccgir.com
ROBERTSON-CECO CORPORATION DISCLOSES FINANCING SOURCES FOR
PROPOSED COMBINATION WITH BUTLER MANUFACTURING COMPANY
RCC BELIEVES $26 PER SHARE MERGER OFFER TO BE A SUPERIOR PROPOSAL TO BLUESCOPE
CHICAGO, April 16, 2004. Robertson-Ceco Corporation, a Delaware
corporation ("RCC"), today announced that it had delivered to Butler
Manufacturing Company ("Butler") (NYSE:BBR), a proposal from The Longleaf
Partners Small-Cap Fund to provide up to $100 million of capital to the Combined
Company (Butler/Robertson-Ceco) to facilitate the purchase of common shares in
the previously announced proposed combination of the operating divisions of RCC
with Butler. Longleaf Partners Funds is managed by Southeastern Asset
Management, Inc., which has over $25 billion under management. RCC also
announced that it had delivered to Butler, a proposal from LaSalle Bank, N.A. to
provide up to $225 million of financing in connection with the proposed
combination. RCC is being advised by UBS Securities L.L.C. with respect to the
proposed combination transaction.
"The proposed capital sources, along with the resources of
Robertson-Ceco and its affiliates, will be adequate to refinance all outstanding
Butler indebtedness, provide liquidity to all Butler shareholders who desire it,
and satisfy transactional costs. Our proposal would resolve the liquidity crisis
that has forced a sale of Butler's assets at the low point of the economic
cycle. In fact, the pre-engineered metal buildings industry experienced strong
growth in bookings during the first calendar quarter of 2004 and continued
improvement is forecasted," said Michael E. Heisley, Sr., Chief Executive
Officer of The Heico Companies the substantial owner of Robertson-Ceco.
"The combination of Robertson-Ceco and Butler provides the Butler
shareholders the opportunity to invest in what, in our opinion, will be a very
successful public company with a stable financial structure. In addition, we
expect to bring better financial performance to Butler. During the past five
years, RCC's operating margin has averaged 7.2%, as compared to Butler's 1.6%
over the same period. We expect to be the premier pre-engineered metals building
company in the United States and Asia as we build upon Butler's strong brand and
dealer network," Mr. Heisley added.
Under RCC's proposal, all Butler shareholders will have the right to
elect to have their Butler shares converted into the right to receive $23 per
share in cash, or alternatively to choose to continue their ownership of shares
in the combined company of Butler and Robertson-Ceco. RCC would receive
approximately 6,640,000 shares in the combined company reflecting a value of
$26.00 per share for Butler. RCC's enterprise value would be based upon a 6.7x
multiple of the last five years' average annual EBITDA compared to a multiple of
approximately 7.4x for the same period average annual EBITDA for Butler, using a
$26.00 common stock price in the exchange of common shares. This $26.00 value
for Butler is in the middle of the $18.46 to $33.04 per common share range
developed by George K. Baum as part of the financial analysis supporting George
K. Baum's Fairness Opinion.
RCC is 97% owned by the Heico Companies ("Heico"), a holding company of
diversified industrial companies, with aggregate sales in excess of $1.3
billion. Heico's senior debt securities are rated BBB- by Standard & Poors
Corporation. Heico is prepared to invest funds into Roberston-Ceco, to further
support the financing of the transaction.
RCC continues to believe that its proposal is SUPERIOR, as defined in
the Butler BlueScope merger agreement, to the current agreement for BlueScope
Steel Limited to acquire Butler for $22.50 per share. Therefore, RCC believes
that the Butler Board of Directors should cooperate with the identified capital
sources so as to confirm the available funding.
RCC is aware of the existing Noteholder Amendment Agreement between
Butler and its senior note holders. RCC would finalize a merger agreement and
either refinance or purchase all of the senior notes and further extend the
Noteholder Amendment Agreement prior to April 30, 2004, when it expires, if it
would receive cooperation from Butler in providing information regarding
Butler's present financial status.
RCC has indicated to Butler that it is prepared to deliver to Butler
the past five years of audited financial statements of Robertson-Ceco to help
Butler and its financial advisors evaluate the performance of Robertson-Ceco and
has offered Butler the opportunity to have the management of RCC review these
results with them. After proper consideration, RCC believes that the Butler
Board could determine in fulfillment of its fiduciary duties to withdraw its
recommendation that the Butler shareholders vote for approval of the Blue Scope
proposal.
ABOUT ROBERTSON-CECO
Robertson-Ceco manufactures pre-engineered metal buildings for the industrial
and construction industries. The company's three metal-building manufacturing
companies, Ceco Building Systems, Star Building Systems, and H. H. Robertson
Building Systems, operate five plants in the US and one in Canada. It
manufactures buildings that range in size from under 150,000 sq. ft. to up to 1
million sq. ft. and up to four stories high. Robertson-Ceco sells through
builder/dealer networks in the US and Canada and through direct sales and local
dealers in Asia. The company employs approximately 1450 people.
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NOTE: THE FOLLOWING NOTICE IS INCLUDED TO MEET CERTAIN LEGAL REQUIREMENTS:
FORWARD LOOKING STATEMENTS
This filing contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. In some cases, you can
identify those so-called "forward-looking statements" by words such as "may,"
"will," "should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue," or the negative of those words and other
comparable words. You are cautioned that actual events or results may differ
materially from the expectations expressed in such forward-looking statements as
a result of various factors, including risks and uncertainties, many of which
are beyond the control of RCC. Factors that could cause actual results to differ
materially include, but are not limited to: (1) the businesses of RCC and Butler
may not be integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected combination benefits from
the RCC/Butler transaction may not be fully realized or realized within the
expected time frame; (3) revenues following the RCC/Butler transaction may be
lower than expected; (4) operating costs, customer loss and business disruption,
including, without limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers, may be greater than expected
following the RCC/Butler transaction; (5) the regulatory approvals required for
the RCC/Butler transaction may not be obtained on the proposed terms or on the
anticipated schedule; (6) the effects of legislative and regulatory changes; (7)
the potential for increased competition; (8) fluctuations in customer demand,
order patterns and pricing pressures which could affect demand for RCC or Butler
services; (9) industry cyclicality and seasonality; (10) changes in labor,
equipment and capital costs or availability; (11) general business and economic
conditions; and (12) other risks described from time to time in Butler's
periodic reports filed with the Securities and Exchange Commission (the
"Commission").
Any information concerning Butler contained in this filing has been
taken from, or is based upon, publicly available information. Although RCC does
not have any information that would indicate that any information contained in
this filing that has been taken from such documents is inaccurate or incomplete,
RCC does not take any responsibility for the accuracy or completeness of such
information.
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of Butler or the combined company. Investors and
security holders are urged to read the disclosure documents regarding the
proposed RCC/Butler transaction, when they become available, because they will
contain important information. The disclosure documents will be filed with the
Commission by RCC. Investors and security holders may obtain a free copy of the
disclosure documents (when they are available) and other documents filed by RCC
with the Commission at the Commission's website at www.sec.gov. The disclosure
documents and these other documents (when they are available) may also be
obtained for free from RCC by directing a request to Robertson-Ceco Corporation,
5600 Three First National, Chicago, Illinois 60602.
RCC is not currently engaged in a solicitation of proxies or consents
from its shareholders or from the shareholders of Butler. However, in connection
with its proposal to merge with Butler, certain directors and officers of RCC
may participate in meetings or discussions with RCC shareholders some of whom
may also be Butler shareholders or other persons who may also be Butler
shareholders. RCC does not believe that any of these persons is a "participant"
as defined in Schedule 14A promulgated under the Securities Exchange Act of
1934, as amended, in the solicitation of proxies or consents, or that Schedule
14A requires the disclosure of certain information concerning any of them.
If in the future RCC does engage in a solicitation of proxies or
consents from its shareholders or the shareholders of Butler in connection with
its proposal to merge with Butler it will amend the information provided above
to disclose the information concerning participants in that solicitation
required by Rule 14a-12 under the Securities Exchange Act of 1934.