Mac-Gray Corporation Rebuffs Coinmach Service Corp. Merger Proposal Despite Substantial Premium
Coinmach Service Corp. (“Coinmach”) (Amex: “DRY”, “DRA”), a leading supplier of outsourced laundry equipment services for multi-family housing properties in North America, today reported that Mac-Gray Corporation (“Mac-Gray”) (NYSE: “TUC”) has summarily rebuffed a merger proposal made by Coinmach. Under Coinmach’s proposal Mac-Gray’s shareholders would receive between $13.00 and $13.75 per share in cash.
Coinmach’s proposal represents a premium of between 21% and 28% over the closing price of $10.74 per share of Mac-Gray’s common shares on November 9, 2006, the day of Coinmach’s proposal to Mac-Gray.
Coinmach’s Income Deposit Securities closed at $17.75 per unit on December 4, 2006, with an implied dividend yield of 8.5% per unit based on such price, and Coinmach’s Class A Common Stock closed at $10.44 on that date, with an implied dividend yield of 7.9% per share based on such price.
“We are disappointed that Mac-Gray’s board of directors is unwilling even to discuss our proposal,” said Stephen R. Kerrigan, Chairman, CEO and President of Coinmach. Mr. Kerrigan continued, “This consolidation presents a unique opportunity to leverage both Mac-Gray’s and Coinmach’s operating strengths on a national scale. Our industry is characterized by relatively modest organic growth and a limited number of potential strategic partners. The proposed transaction would allow Mac-Gray’s shareholders a unique opportunity to realize a substantial premium and immediate liquidity for their shares which are otherwise thinly traded.”
Coinmach believes that there is a strong strategic rationale for a business combination with Mac-Gray. Coinmach has a long history (dating back to 1995) of successfully integrating acquisitions and realizing significant synergies. As such, a merger with Mac-Gray would broaden Coinmach’s national platform into the New England area presently served by Mac-Gray, and thereby expand the combined company’s geographic reach to better serve customers. Both companies’ leading technologies could be deployed on a complementary basis to better serve customers as well. Finally, the combination would be expected to result in the realization of significant synergies, mostly through lower operating costs.
Below is the text of the letter dated November 9, 2006, sent by Coinmach’s Mr. Kerrigan to Mac-Gray’s Chairman and CEO, Stewart Gray MacDonald, Jr., proposing a business combination between Coinmach and Mac-Gray, as well as the text of the letter dated November 20, 2006, sent by Mr. MacDonald to Mr. Kerrigan indicating Mac-Gray’s refusal to discuss the proposal.
November 9, 2006
Mr. Stewart Gray MacDonald, Jr. Chairman of the Board and Chief Executive Officer Mac-Gray Corporation 404 Wyman Street Suite 400 Waltherm, MA 02451
On behalf of Coinmach Service Corp., I would like to follow up on your conversation earlier this week with our director Jim Chapman where Jim expressed our interest in pursuing a possible strategic business combination. We believe that, in the context of a merger between Coinmach and Mac-Gray, Mac-Gray’s stockholders would receive between $13.00 and $13.75 per share of common stock in cash.
The proposed price represents a premium of between 21% and 28% over the closing price per share of Mac-Gray’s common stock on November 9, 2006. We would be open to offering consideration in the form of all cash, all stock or some reasonable combination. We trust you and your board of directors will agree that this represents a substantial and compelling opportunity for Mac-Gray and its shareholders.
Given our shared goals to provide the highest quality service to our customers, we believe a combination of our two companies would allow us to realize substantial synergies, maximize value for both companies’ shareholders and better serve our respective customers. As you may know, our philosophy of growth over the past ten years has focused on cultivating the highest level of management and operational talent for all of our business combinations. Accordingly, we would look forward to working together to optimize our management and operations team on a local and regional basis. Similarly, we would welcome input from your directors and would be willing to consider adding directors to our current slate.
We and our advisors are ready and eager to meet with you and your advisors immediately to begin negotiating a merger agreement. We are prepared to conduct our due diligence on a focused, expedited and non- customer specific basis and are confident that we can negotiate and complete the proposed transaction without delay. Additionally, we have had comprehensive and detailed discussions with our equity and debt financing sources and are highly confident that we can raise the required funds.
In closing, let me say how much I personally hope that we can work together toward completing this transaction on a mutually acceptable basis. The compatibility of our businesses presents a compelling strategic rationale that we think your shareholders and ours will strongly support.
Very truly yours, /s/ Stephen R. Kerrigan Stephen R. Kerrigan Chairman of the Board, Chief Executive Officer and President Coinmach Service Corp.
cc: The Board of Directors of Mac-Gray Corporation
November 20, 2006
Stephen R. Kerrigan Chief Executive Officer Coinmach Service Corp. Morehead Place, suite 590 521 East Morehead St. Charlotte, NC 28202
Dear Mr. Kerrigan:
I received your letter of November 9, 2006. I have reviewed and discussed the letter with Mac-Gray’s Board of Directors and have also reviewed this response with the directors.
The Mac-Gray Board has determined that it would not be productive to enter into discussions regarding a potential transaction, as proposed in your letter. Mac-Gray’s Board and management are committed to creating the maximum long-term value of Mac-Gray for the benefit of our stockholders.
Sincerely, /s/ Stewart G. MacDonald Stewart G. MacDonald Chairman and Chief Executive Officer
Coinmach Service Corp., through its operating subsidiaries, is a leading supplier of outsourced laundry equipment services for multi-family housing properties in North America. The Company’s core business involves leasing laundry rooms from building owners and property management companies, installing and servicing laundry equipment and collecting revenues generated from laundry machines.
Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of Coinmach to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,”"belief,”"expects,”"intends,”"anticipates”, “plans” or similar terms to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in Coinmach’s filings with the Securities and Exchange Commission.