Brown & Sharpe moves ahead with sale to Hexagon, reports year-end financials
North Kingstown, RI — Brown & Sharpe, Inc. Manufacturing Company said today that it is in the middle of the preliminary Proxy Statement review process with the Securities and Exchange Commission for the Special Meeting of Stockholders to be held in April to consider and vote on proposals for the sale of substantially all the Company's assets. These proposals include the sale of its Metrology Business to Hexagon A.B. pursuant to the previously announced Acquisition Agreement of November 16, 2000; the sale of its North Kingstown, Rhode Island Facility, as detailed below; the planned later sale of its Heathrow, United Kingdom real estate; and the proposed cash distributions to stockholders following each of these sales and other related matters, all to be covered in such Proxy Statement.
The Company's timetable calls for mailing the Proxy Statement to stockholders towards the end of March, for a Special Meeting of Stockholders to be held in late April, with a Closing with Hexagon later that day or shortly thereafter. The first of the three proposed cash distributions to shareholders will be made as soon as practicable in May, after the closing with Hexagon.
The Company also announced that it has signed a Purchase and Sale Agreement with a commercial buyer, Precision Park Partners LLC, for its North Kingstown, Rhode Island manufacturing facility, for a cash purchase price of $15.5 million, subject to the satisfactory conclusion of a 60-day inspection period. The facility is comprised of a 734,000 square foot industrial building, of which approximately 400,000 square feet is currently leased by commercial tenants, and of which a minimum of approximately 135,000 square feet will be leased by Hexagon for five years.
The Company reported a net loss for the year ended December 31, 2000 of $57.3 million ($4.18 per share) on sales of $280 million. In 2000, the Company adopted SEC Staff Accounting Bulleting No. 101 ("SAB 101") regarding revenue recognition methods. The results for 2000 include a charge, net of taxes, of $27.4 million for the cumulative effect of an accounting change to reflect the adoption of SAB 101. In addition, the loss for 2000 includes one-time charges totalling $20.5 million related to the discontinued operation of its Electronics Division, the write-off of its investment in a non-contact sensor development joint venture, and fees relating to its refinancing efforts, offset by a restructuring benefit of $4.0 million. The special charges and the adoption of SAB 101 will not affect the calculation of the purchase price for the sale of the Metrology Business to Hexagon under the Acquisition Agreement.
This report contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of assumptions, risks, and uncertainties that could cause actual results of the Company to differ materially from those matters expressed in or implied by such forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, which are in some cases beyond the control of the Company and may cause the actual results, performance, or achievements of the Company to differ materially from anticipated future results, performance, or achievements expressed or implied by such forward-looking statements. Additional information regarding this risk factor and uncertainties is detailed from time to time in the Company's SEC filings.
Brown & Sharpe, 200 Frenchtown Road, Precision Park, North Kingston, RI 02852-1700 USA. Tel: 800-766-4673. Fax: 800-766-4673.
Source: Brown & Sharpe