Minneapolis, MN (June 28, 2006)–Telex Communications has signed a definitive merger agreement with a wholly owned subsidiary of Robert Bosch GmbH, which will acquire Telex for an aggregate purchase price of $420 million, including the assumption of Telex debts. Upon closing of the merger, the surviving company’s name will be Telex Communications Holdings, Inc., with its headquarters remaining in Minneapolis, MN.
The merger agreement has been approved by the Board of Directors of Telex and the Bosch Board of Management, and has been approved by the requisite holders of Telex voting stock, led by Jefferies Capital Partners, one of Telex’s largest stockholders. The transaction is subject to regulatory approvals, but is expected to close in the third quarter of this year.
In fiscal 2005, Telex generated sales of $308 million with nearly 2,000 employees at 14 locations in nine countries. The company is home to such brands as Electro-Voice, Dynacord, Midas, Klark Teknik, Telex, and RTS. If the merger is consummated, Telex will be assigned to and come under the leadership of the Bosch Security Systems division.
“With the acquisition of Telex, Bosch Security Systems can significantly expand its communications systems product offerings and penetrate the professional audio equipment market. The strength of the Telex distribution network will enhance our worldwide market position as a provider of comprehensive security and communications systems. At the same time, we expect to obtain a leading position in the American market,” said Bosch Board of Management member Peter J. Marks, who bears regional responsibility for the Americas and for the Security Systems division. In 2005, Bosch Security Systems generated sales of approximately one billion euros from its business with intrusion and fire alarm systems, video surveillance, access control, and communications systems. With some 7,800 associates, the division is represented at more than 40 locations in Europe, the Americas, and Asia Pacific.
“Telex is a company with a strong tradition of high quality and customer satisfaction. We believe the acquisition of Telex by Bosch, a forward-looking company, will give our employees and business associates an opportunity to develop further in a growth oriented environment,” said Raymond V. Malpocher, CEO of Telex Communications.
The purchase price will represent per share merger consideration to stockholders equal to at least $24 per share of Telex common stock, subject to adjustments that, together with certain additional contingent payments over several years, reportedly could result in aggregate consideration to stockholders of $29 per share. The merger agreement also provides for the satisfaction and discharge of the publicly held indebtedness of Telex and its affiliated companies.