| On May 20, 2005, West Pharmaceutical Services, Inc. (“West”) completed the acquisition of The Tech Group, Inc., a privately owned company headquartered in Scottsdale, Arizona (“TGI”), pursuant to the terms and conditions of the Stock and Asset Purchase Agreement (the “Agreement”) dated April 28, 2005 among West, The Tech Group, Inc, Steven K. Uhlmann and Haldun Tashman. TGI manufactures plastic components and assemblies for the pharmaceutical, medical device, consumer products and personal care markets. Pursuant to the terms of the Agreement, West purchased substantially all of the assets of TGI, including all of the shares of TGI’s wholly owned subsidiaries in the United States, Puerto Rico, Ireland and Mexico, although West did not acquire TGI’s ownership interest in Tech Group Asia. West also assumed certain liabilities of TGI. The purchase price for the acquisition was $140,000,000 which included the retirement of outstanding indebtedness. The purchase price is subject to adjustment as provided in the Agreement. A portion of the purchase price equal to $14,000,000 will be held in an escrow account and will be paid to TGI contingent on the performance of the acquired business in 2005 and 2006. In addition, $20,000,000 of the purchase price will be held in escrow as security for certain TGI indemnification obligations. The indemnity escrow will be released over a five-year period. The acquisition was financed from available cash and new bank and private lender debt. The foregoing summary description of the terms of the transaction is qualified in its entirety by reference to the Agreement, which was attached as Exhibit 10(b) to West’s Quarterly Report on Form 10-Q, filed May 10, 2005. | |
