Combination creates a world-class portfolio of branded audio-visual mounting and display products
Minneapolis and Warsaw, Ind. – March 30, 2011– Milestone AV Technologies, manufacturer of Chief and Sanus brand AV mounting and display solutions, and Da-Lite Screen Company, manufacturer of Da-Lite, Projecta and Procolor brand commercial and residential projection screens, today announced a pending merger of the two companies.
The combination of Milestone and Da-Lite will create an industry leader in mounting solutions, AV furniture, and projection screens across both commercial and consumer AV markets. With nearly 1,000 employees worldwide and eight major operating locations around the globe, the combined business will be optimally positioned to continue delivering the customer service and product innovation that have been hallmarks of both Milestone and Da-Lite.
“We are pleased to announce the combination of these two great companies,” said Scott Gill, CEO of Milestone AV Technologies. “Through the strength of this combination, we will be able to offer a more comprehensive product line to our joint customers, open up new sales channels for our brands, and provide growth opportunities for our employees. We look forward to expanding our reputation for innovative products and market-leading customer service.”
Milestone, headquartered in Savage, Minnesota, was formed from the successful merger of Chief Manufacturing and Sanus Systems in 2004. Da-Lite will continue to be based in Warsaw, Indiana as an operating subsidiary of Milestone, under the leadership of current Da-Lite President Richard Lundin.
“Da-Lite has a 100-year heritage of product innovation in the AV market,” added Lundin. “Combining Da-Lite and Milestone allows us to continue our commitment to innovation while bringing the benefits and enhanced opportunities of increased global scale to our customers and employees.”
A definitive merger agreement has been signed, and the transaction is expected to close within the next 30 days.
Financial Structure of Transaction
The merger will be funded under a new credit facility at Milestone. The transaction will trigger a Change of Control (“CoC”) under Da-Lite’s $94.2MM principal amount outstanding 12-1/2% Senior Notes due 2015 (the “12-1/2% Notes”). According to the terms of the indenture governing the 12-1/2% Notes, holders will be offered a right to sell their notes back to Da-lite subsequent to closing at the 101% CoC price. In addition, Da-lite intends to exercise the “equity claw” provision under the 12-1/2% notes and repurchase up to the maximum original principal amount of such notes permitted under the “equity claw” provision (i.e., at least 65% of the original $105 million principal amount of such notes is required to remain outstanding after such repurchase) at the 112 ½% equity claw price. Otherwise, the 12-1/2% Notes are expected to remain outstanding.
Free Cash Flow Repurchase
Da-Lite is required, on or before April 1, 2011, to make a free cash flow offer to purchase a portion of the 12-1/2% Notes on the terms and subject to the conditions set forth in the indenture (the “Free Cash Flow Offer”) at the 103% Free Cash Flow Offer Price. The Company intends to make the Free Cash Flow Offer pursuant to an offer to purchase and related documents.
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell 12-1/2% Notes. The offer to purchase 12-1/2% Notes pursuant to the CoC or the Free Cash Flow Offer will only be made pursuant to an offer to purchase and related documents.
About Da-Lite Screen Company
Founded in 1909, Da-Lite Screen Company is the leading producer of high quality commercial and residential projection screens worldwide. With headquarters in Warsaw, Indiana and additional operations in the U.S. and Europe, Da-Lite manufactures projection screens and accessories for Fortune 500 companies, entertainment and major broadcast networks, education systems and governments around the globe. Today Da-Lite’s proprietary screen technologies are specified for the most demanding installations from military training simulators to boardrooms and classrooms to home theaters. Da-Lite has become the “First Name in Projection Screens.” For more information, please visit da-lite.com.
About Milestone AV Technologies
Milestone AV Technologies, a Duchossois Group Company, is a leading designer, marketer and distributor of branded audio-visual mounting equipment and display solutions for flat panel displays, projectors, AV furniture, and speakers to both the consumer and the commercial markets. Our innovative products, sold principally under the Chief and Sanus brands, are sold through numerous channels, including Pro AV dealers, regional home theater dealers, consumer electronics retailers, mass merchants and original equipment manufacturers. The Company currently serves a broad base of over 4,500 global customers with headquarters in Minnesota. For more information, please visit milestone.com.
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FROM: Padilla Speer Beardsley Inc.1101 West River Parkway Minneapolis, MN 55415
CONTACTS: Al Galgano/Dave Heinsch (612) 455-1720/ (612) 455-1768 agalgano@psbpr.com dheinsch@psbpr.com
FOR: Milestone AV Technologies 8401 Eagle Creek Parkway Savage, MN 55378
CONTACTS: Laurie Englert Corporate Communications Director (952) 277-3858 laurie.englert@milestone.com
A graduate of DeVry Institute of Technology, Doug has been in the Technology industry since 1976 and actively oversees Fearing’s daily operations. Along with his wife, Lois, and three others, Doug started Fearing’s in a 600 square-foot facility in Portage, Wisconsin. In the 25 years since, the company has grown to over 30 employees with offices in Madison and Milwaukee, Wisconsin. Doug likes to say he’s a “TV Technician with a dream� going back to his history with the family’s original business-Fearing’s TV and Appliance.
Doug values time with family, watersports, hiking, snowshoeing and skiing. In addition to being a devoted member of his church, Doug serves as Board President for Kinship Mentoring of Columbia County, Board member of Schools for Haiti and Scripture Chair of the Gideons-Portage camp.
A graduate of MATC, Lois oversees Fearing’s daily book keeping along with various HR responsibilities.
Along with Doug, Lois is deeply connected to community outreach, serving as a Board member and Fundraising Committee Chairperson for Kinship Mentoring of Columbia County. She also serves on the Schools for Haiti Fundraising committee. In addition, Lois’ ongoing passion and commitment to provide care for the elderly comes from her 10-year history of working in a Reedsburg, Wisconsin Nursing home.
Lois enjoys singing, hiking, sunny days on the pontoon, and spending time with her 4 grandchildren.
Ehren drives Fearing’s technology by continually seeking out trends to enhance capabilities while supporting Sales, Engineering and Installation teams. Throughout his years with Fearing’s, Ehren’s talent and vision have joined forces to create a wide variety of projects and strategic solutions that exceed expectation.
Ehren loves music, family time, movies, nature, sustainability efforts and electric vehicles.
With 10 years with Fearing’s and over twice that long in the industry, Ben continues to lead, coordinate, and develop the Commercial AV team.
By consistently delivering an outstanding experience and outcome, Ben contributes to the Fearing’s legacy of long-lasting partnerships that truly make a difference. Whatever the Commercial AV need may be, Ben and team deliver at the highest level.
Ben is an avid fisherman and photographer. He enjoys coaching his sons and other youth.
Chris has been with Fearing’s for 20 years and in the industry for over 2 decades. As a Certified leader in Sales Acceleration and trained in EOS (Entrepreneurial Operating Systems), Chris successfully utilizes his skills to lead the Fearing’s Salesforce. Chris and team are motivated and driven to develop new client partnerships while continuing to reinforce loyal long-term relationships with ongoing Service excellence.
Married for 19 years with 3 children, Chris enjoys skiing, hiking, fishing, boating, hunting, camping and golf. He’s also been actively involved as a Youth Football and Softball coach for his family and others.
