General Cable Corporation (NYSE: BGC) (the Company) announced
today that it has agreed to acquire the global wire and cable business
of Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) (Freeport), which
operates as Phelps Dodge International Corporation (PDIC). PDIC was
acquired by Freeport as part of the acquisition of Phelps Dodge
Corporation in March 2007. The purchase price is approximately $735
million, subject to adjustment as provided in the Stock Purchase
Agreement. In addition to utilizing its available cash, the Company
has secured commitments from Merrill Lynch Capital Corporation to
provide an increased secured revolving line of credit and an
additional secured interim loan necessary to fund the purchase price.
On an annual basis, General Cable estimates that the acquisition
will contribute approximately $1.4 billion in revenues at current
metal prices and is expected to be accretive to earnings in the first
full year by $0.20 to $0.30 cents per share based upon 2006 results.
The combined companies expect to derive additional benefits over time
through cross-selling opportunities, logistics and purchasing
synergies, and the implementation of best practices throughout the
entire organization. PDIC's performance in the first half of 2007
continued to trend positively.
Key Strategic Rationale
The acquisition offers General Cable an opportunity to further
enhance its global scale and worldwide leadership in the wire and
cable industry with critical mass in many emerging markets. PDIC
brings a number of very positive characteristics, including:
-- Complementary geographic coverage focused on energy
infrastructure, construction and industrial cables serving
emerging and faster growing markets in Latin America,
sub-Saharan Africa, Southeast Asia, as well as India and
China.
-- Experienced management team doing business in 45 countries
around the world.
-- Demonstrated expertise in aerial and buried high-voltage
transmission systems.
-- Addition of a well-recognized, highly respected brand in the
wire and cable industry with more than 50 years of history.
-- Shared business philosophies of safety, Lean manufacturing,
and a "One Company" approach to internal operations and
customers.
-- Accretive in year one with significant upside potential.
"The acquisition of PDIC is truly a unique opportunity, greatly
accelerating our initiative to expand into many of the faster growing
emerging economies of the world," said Gregory B. Kenny, President and
Chief Executive Officer of General Cable. "We are effectively merging
one company principally concentrated in North America, Western Europe
and Oceania with one focused in Latin America, sub-Saharan Africa and
Southeast Asia. In addition, PDIC shares many of the same philosophies
that have defined General Cable over the years which include an
emphasis on safety, Lean manufacturing, strong operating systems and a
"One Company" approach to internal operations and customers. PDIC has
an experienced and disciplined management team led by Mathias
Sandoval, President of Phelps Dodge International Corporation," Kenny
continued.
"Mr. Sandoval has spent 24 years with PDIC and has developed a
reputation for operating effectively in multiple cultures. His strong
and sustaining global vision has underpinned superior operating
results and exceptional asset utilization. We are delighted that Mr.
Sandoval has agreed to continue to lead the PDIC organization
post-acquisition, as well as assume additional operating
responsibility for certain existing General Cable assets. Mathias'
skills will complement the General Cable senior management team who
have successfully expanded the geographic footprint and served markets
of the Company over the last ten years. We also believe there is an
opportunity to utilize capacity within the PDIC organization to
support our recent expansion into new markets, utilizing less capital
than previously contemplated," Kenny said.
PDIC has manufacturing and distribution facilities around the
world with leading market positions in South and Central America,
Africa and Southeast Asia. PDIC has approximately 3,000 employees. In
addition to 10 majority-owned manufacturing and numerous distribution
facilities, PDIC also has equity positions in wire and cable companies
in China, Hong Kong, and the Philippines. For the year ended December
31, 2006, PDIC reported revenues of approximately $1.2 billion and
operating earnings of approximately $77 million. In the first six
months of 2007, PDIC's operating performance continued to strengthen
as did its revenue base.
PDIC has little geographic overlap with General Cable. Sales are
primarily focused on energy products for utility, industrial and
construction applications. Additionally, PDIC has copper and aluminum
rod mills on three continents, a source of competitive advantage in
developing regions.
Just over half of PDIC's revenues are generated from manufacturing
assets located in South and Central America, where leading market
positions are held and where General Cable has a minor presence. PDIC
brings over $200 million of revenues in sub-Saharan Africa, where
General Cable participates on a much smaller scale. PDIC is a leader
in Southeast Asia and India with positions that nicely complement
General Cable's current activities in India, China and Oceania. As
well, PDIC has equity investments in two companies serving the Chinese
energy cable market as well as one in the Philippines. PDIC also has
well developed global sales channels for its energy infrastructure
products made in Thailand and South America.
Based on reported 2006 sales of $4.8 billion, the combined
companies would have approximately 44% of revenues in North America,
27% in Europe and the Middle East, 15% in South and Central America,
and 14% in Africa/Asia Pacific.
Transaction Details
Under the terms of the transaction, which has been unanimously
approved by General Cable's Board of Directors, General Cable will
acquire 100% of the shares held by Freeport and its subsidiaries in
the various entities comprising Freeport's wire and cable business.
The purchase price is subject to adjustment to take into account the
net effect of any dividends and other distributions made from, and
capital contributions made to, the entities being acquired from March
31, 2007. In addition, as part of the transaction, General Cable will
be assigned the rights in the "Phelps Dodge International Corporation"
and "PDIC" brands well known in the wire and cable industry. Subject
to the satisfaction of customary closing conditions and the receipt of
clearances or waivers from competition and regulatory authorities in
relevant jurisdictions, the transaction is expected to close during
the fourth quarter of 2007.
Merrill Lynch & Co. acted as exclusive financial advisor and
provided a fairness opinion to General Cable in connection with the
transaction. Blank Rome LLP and Norton Rose LLP served as General
Cable's external legal counsel.
Third Quarter Update
"The markets are behaving approximately as we anticipated with
telecommunications and housing related cable demand remaining soft,
offset by energy infrastructure requirements and the continued
benefits of our Lean manufacturing initiatives. We continue to expect
revenues of approximately $1.1 billion for the third quarter and
earnings of $0.85 to $0.90 per share, consistent with our previous
guidance," Kenny concluded.
Conference Call and Webcast Information
General Cable plans to host a conference call for investors and
analysts to discuss the transaction on Wednesday, September 12th at
3:00 p.m. For U.S. participants, to participate in the conference call
please dial 1-877-840-8912. For international participants please dial
1-706-679-5525. The conference ID number is: 16087667. A live
listen-only audio of the conference call will be broadcasted in its
entirety to all interested parties. To listen to the call, go to
General Cable's Web site, www.generalcable.com. A replay of this
conference call will be archived for a limited time on the Web site as
well.
General Cable is a global leader in the development, design,
manufacture, marketing and distribution of copper, aluminum and fiber
optic wire and cable products for the energy, industrial, and
communications markets. Visit our Web site at www.generalcable.com.
Forward Looking Statements
Certain statements in this press release, including, without
limitation, statements regarding future financial results and
performance, plans and objectives, capital expenditures and the
Company's or management's beliefs, expectations or opinions, are
forward-looking statements. These statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Actual results may differ materially from those statements as
a result of factors, risks and uncertainties over which the Company
has no control. Such factors include reliance on dividends and other
transfers from subsidiaries to repay indebtedness; ability to service
outstanding indebtedness; the Company's failure to comply with
covenants in existing and future financing arrangements; covenants
contained in existing indebtedness that restrict the Company's
business operations; downgrade in the Company's credit ratings;
ability to repurchase outstanding notes; ability to pay the conversion
price on convertible notes; the economic strength and competitive
nature of the geographic markets that the Company serves; economic,
political and other risks of maintaining facilities and selling
products in foreign countries; changes in industry standards and
regulatory requirements; advancing technologies, such as fiber optic
and wireless technologies; volatility in the price of copper and other
raw materials, as well as fuel and energy and the Company's ability to
reflect such volatility in its selling prices; interruption of
supplies from the Company's key suppliers; the failure to negotiate
extensions of the Company's labor agreements on acceptable terms; the
Company's ability to increase manufacturing capacity and achieve
productivity improvements; the Company's dependence upon distributors
and retailers for non-exclusive sales of certain of the Company's
products; pricing pressures in the Company's end markets; the
Company's ability to maintain the uncommitted accounts payable or
accounts receivable financing arrangements in its European operations;
the impact of any additional charges in connection with plant closures
and the Company's inventory accounting practices; the impact of
certain asbestos litigation, unexpected judgments or settlements and
environmental liabilities; the ability to successfully integrate the
proposed acquisition and other acquisitions, costs associated with the
proposed acquisition and other acquisitions; the receipt and timing of
regulatory approvals for the proposed acquisition; the ability to
finance the acquisition purchase price and expiration of the
commitment letter; the possibility that the acquisition will not
close; the reaction of customers, suppliers and competitors to the
proposed acquisition; general market perception of the proposed
acquisition, diversion of management attention from other business
concerns due to the proposed acquisition and other acquisitions;
undisclosed or unanticipated liabilities and risks resulting from the
proposed acquisition; increased indebtedness resulting from the
funding of the proposed acquisition; operations in additional foreign
countries and political instability in such countries; the ability to
successfully identify and finance other acquisitions; the impact of
terrorist attacks or acts of war which may affect the markets in which
the Company operates; the Company's ability to retain key employees;
the Company's ability to service debt requirements and maintain
adequate domestic and international credit facilities and credit
lines; the impact on the Company's operating results of its pension
accounting practices; the Company's ability to avoid limitations on
utilization of net losses for income tax purposes; volatility in the
market price of the Company's common stock all of which are more fully
discussed in the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 1, 2007, as well as any
current and periodic reports filed with the Commission subsequent to
such date. The Company undertakes no obligation to release publicly
the result of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date hereof
or to reflect the occurrence of unanticipated events.
