-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WCuGb9/VMJ1PYu7LOiTTFmM9DtBUdCN1GycHNxcbj0qUcpQbQEwno25jXKWaAB6a uIirZhy/dgD1WTAB6nDWpA== 0000950152-97-007029.txt : 19971007 0000950152-97-007029.hdr.sgml : 19971007 ACCESSION NUMBER: 0000950152-97-007029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971002 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971006 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEON CO CENTRAL INDEX KEY: 0000897547 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 341730488 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11804 FILM NUMBER: 97690965 BUSINESS ADDRESS: STREET 1: ONE GEON CENTER CITY: AVON LAKE STATE: OH ZIP: 44012 BUSINESS PHONE: 2169301000 MAIL ADDRESS: STREET 1: ONE GEON CENTER CITY: AVON LAKE STATE: OH ZIP: 44012 8-K 1 THE GEON COMPANY FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 2, 1997 ----------------- THE GEON COMPANY --------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 1-11804 34-1730488 - --------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) One Geon Center, Avon Lake, Ohio 44012 ---------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 216-930-1241 -------------- Not Applicable -------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 Item 5. Other Events - ------- ------------ The Geon Company announced that the Company has entered into a "lock-up" agreement with the holder of all the voting shares of Synergistics Industries Limited (TSE: SGX) of Mississauga, Ontario, Canada. The lock-up agreement provides that Geon or a subsidiary will make a cash tender offer for all the voting and non-voting shares of Synergistics. The shareholder parties to the lock-up agreement have agreed to tender all their shares to the bid and not to withdraw them except in certain circumstances. The offer price for the voting and non-voting shares will be $22 (CND) per share, payable in cash. There are approximately 5.3 million shares outstanding including options, voting and non-voting shares. It is anticipated that the bid will be mailed to shareholders shortly. Completion of the bid will be subject to certain terms and conditions, including a minimum tender of 100 percent of the voting shares and 90 percent of the non-voting shares. The selling shareholders may withdraw their shares from the lock-up if a bona fide, fully financed, competing offer of at least $1 more per share over the price offered by Geon is made prior to the shares being taken up and paid for and Geon fails to match or better such competing offer within 10 days. If the selling shareholders deposit their shares to a successful competing offer, then Synergistics has agreed to pay Geon a fee of $5 million. CIBC Wood Gundy Security, Inc. is acting as financial advisor to Geon and as soliciting dealer manager with this transaction. Item 7(c). Financial Statements, Pro Forma Financial Information and Exhibits - --------- ------------------------------------------------------------------ Exhibit 99.1 Press Release of October 2, 1997 announcing that Geon has entered into an agreement to acquire Synergistics Industries. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE GEON COMPANY By /s/Gregory L. Rutman ----------------------- Gregory L. Rutman Secretary Dated October 3, 1997 EX-99.1 2 EXHIBIT 99.1 1 EXHIBIT 99.1 ------------ NEWS RELEASE - ------------ GEON ANNOUNCES AGREEMENT TO ACQUIRE COMPOUNDER, SYNERGISTICS INDUSTRIES Cleveland, Ohio - October 2, 1997 -- The Geon Company (NYSE: GON) announced today that it has entered into a "lock-up" agreement with the holder of all the voting shares of Synergistics Industries Limited (TSE: SGX) of Mississauga, Ontario, Canada. The lock-up agreement provides that Geon or a subsidiary will make a cash tender offer for all the voting and non-voting shares of Synergistics. The shareholder parties to the lock-up agreement have agreed to tender all their shares to the bid and not to withdraw them except in certain circumstances. The offer price for the voting and non-voting shares will be $22 (CND) per share, payable in cash. There are approximately 5.3 million shares outstanding including options, voting and non-voting shares. It is anticipated that the bid will be mailed to shareholders shortly. Completion of the bid will be subject to certain terms and conditions, including a minimum tender of 100 percent of the voting shares and 90 percent of the non-voting shares. "We believe that Synergistics is an excellent strategic fit for our compound business," stated William F. Patient, chairman, president and chief executive officer of Geon. "It will immediately contribute to earnings growth and will progressively deliver enhanced profitability as we realize greater economies of scale. In addition to its vinyl compounds, Synergistics complements Geon's product offering by adding cross-linked polyethylene compounds, thermoplastic elastomers and plasticizers. Customers will benefit as the strengths of each company are combined to provide broader and greater service." Patient noted, "This combination flows from a comprehensive strategic analysis conducted by Geon's board of directors and senior management team to deliver greater shareholder value. This transaction continues Geon's strategic evolution, in which we are placing greater emphasis on growing our more profitable differentiated businesses while continuing to improve the productivity and cost-competitiveness of our core resin business." Synergistics Industries Limited manufactures a broad line of plastic compounds and liquid plasticizers. Its products are used in construction materials, such as electrical wire and cable insulation and jacketing, conduit, siding, window and fencing materials, as well as in a variety of consumer products, such as medical products, bottles, packaging and outdoor furniture. Synergistics has more than 500 employees and six manufacturing sites in the United States and Canada. In 1996, Synergistics reported revenues of $293 million (CND) and net income of $8 million (CND). 2 The Geon Company is one of the largest suppliers of PVC resins in North America, and is the world's largest merchant provider of PVC compounds. Its products are widely used in building materials, such as pipe, siding, windows, and flooring, as well as in components for home appliances, personal computers, electronics and automobiles. Headquartered in Avon Lake, Ohio, The Geon Company and its subsidiaries employ 1,600 people, and have 11 manufacturing plants in the United States and Canada and joint ventures in Europe, Australia and Southeast Asia. The selling shareholders may withdraw their shares from the lock-up if a bona fide, fully financed, competing offer of at least $1 more per share over the price offered by Geon is made prior to the shares being taken up and paid for and Geon fails to match or better such competing offer within 10 days. If the selling shareholders deposit their shares to a successful competing offer, then Synergistics has agreed to pay Geon a fee of $5 million. CIBC Wood Gundy Security, Inc. is acting as financial advisor to Geon and as soliciting dealer manager with this transaction. *** Media and Investor Contact: Dennis Cocco 440-930-1538 -----END PRIVACY-ENHANCED MESSAGE-----