SYSCO Corporation NEWS RELEASE
1390 Enclave Parkway ------------
Houston, Texas 77077-2099
(281) 584-1390
FOR MORE INFORMATION
FOR IMMEDIATE RELEASE CONTACT: Toni R. Spigelmyer
Assistant Vice President,
Investor and Media Relations
SYSCO Corporation
(281) 584-1458
Paul Xenis
Vice President, Finance
Guest Supply, Inc.
(609) 514-9696
SYSCO Enters Into Definitive Agreement with Guest Supply, Inc.
Houston, January 22, 2001 -- Sysco Corporation (NYSE: SYY) and Guest
Supply, Inc. (NYSE: GSY) today announced that they have entered into a
definitive merger agreement and plan of reorganization pursuant to which SYSCO
will acquire Guest Supply, a specialty distributor to the lodging industry. As
is the case with other SYSCO acquisitions, Guest Supply, Inc. will function as
an autonomous operating entity and its current management will continue to
operate the company.
Under terms of the agreement, a subsidiary of SYSCO will commence an offer
to exchange shares of SYSCO Corporation common stock for all outstanding shares
of Guest Supply. If the average of the closing prices per share of SYSCO common
stock on The New York Stock Exchange for each of the fifteen consecutive trading
days ending on the trading day that is five trading days prior to the expiration
date of the offer as it may be extended from time to time, which we refer to as
the SYSCO average trading price, is at least $22.00 but less than or equal to
$30.00, Guest Supply stockholders will receive for each Guest Supply share a
number of SYSCO shares equal to $26.00 divided by the SYSCO average trading
price. If the SYSCO average trading price is less than $22.00, Guest Supply
stockholders will receive 1.1818 SYSCO shares for each Guest Supply share. If
the SYSCO average trading price is more than $30.00, Guest Supply stockholders
will receive 0.8667 SYSCO shares for each Guest Supply share. The offer will be
followed by a back-end merger on the same terms as those in the offer and will
be subject to customary closing conditions, including that a majority of Guest
Supply's outstanding shares, on a fully diluted basis, have been tendered and
that antitrust clearance has been obtained. The offer is expected to commence as
soon as practicable following filing of required documents with the Securities
and Exchange Commission.
Headquartered in Monmouth Junction, New Jersey, Guest Supply, Inc. operates
principally as a distributor of personal care guest amenities, housekeeping
supplies, room accessories and textiles to the lodging industry, and is a
premier supplier of health and beauty aid products for consumer products
companies and retailers. For the fiscal year ended September 29, 2000, the
company generated sales of approximately $366 million. The company operates from
14 distribution centers located throughout the continental United States.
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Commenting on the announcement, Charles H. Cotros, chairman and chief
executive officer of SYSCO, said, "This merger exemplifies our more recent
acquisition strategy of bringing specialty distributors into the SYSCO family to
better serve our customers. Guest Supply's product lines will not only expand
SYSCO's offerings, but will also provide an entree and extend our reach into a
niche of the hospitality market that complements our business with existing
customers. Both our organizations share a commitment to excellent customer
service, and are supported by a team of outstanding employees who are the force
behind our leadership positions in our respective industries. Going forward,
that commitment not only will continue, but also will be enhanced as our
customers reap the benefits of our combined businesses."
Clifford W. Stanley, president and chief executive officer of Guest Supply,
added, "I am very enthusiastic about the many opportunities this merger with
SYSCO creates. The superior service and value that Guest Supply provides to its
customers will be enhanced as we share in the knowledge, technology and other
resources of a "Best in Class" marketing and distribution company. The addition
of selected SYSCO products to our line will provide growth opportunities, while
economies of scale will improve our cost position. Importantly, I also believe
that the culture and values of both companies are closely aligned."
SYSCO is the largest foodservice marketing and distribution organization in
North America, providing food and related products and services to about 356,000
customers. The SYSCO distribution network, supported by more than 40,000
employees, currently extends throughout the entire contiguous United States,
Alaska, the District of Columbia, Hawaii and portions of Canada. For fiscal
2000, which ended July 1, 2000, the company reported sales of $19.3 billion.
Certain statements made herein are forward-looking statements under the Private
Securities Litigation Reform Act of 1995. They include statements regarding
expected benefits of the Guest Supply acquisition. These statements are based on
management's current expectations and estimates; actual results may differ
materially due to certain risks and uncertainties. For example, SYSCO's ability
to achieve expected results may be affected by competitive price pressures,
availability of supplies, work stoppages, failure of SYSCO to successfully
integrate Guest Supply's operations, failure of the transaction to close due to
the inability to obtain regulatory or other approvals, failure of the Guest
Supply shareholders to tender shares or to approve the merger, if that approval
is necessary, failure of the combined company to retain key executives and other
personnel, conditions in the economy, industry growth and internal factors, such
as the ability to control expenses. For a discussion of additional factors
affecting SYSCO, see SYSCO's Annual Report on Form 10-K for the fiscal year
ended July 1, 2000 as filed with the Securities and Exchange Commission.
We urge investors and security holders to read the following documents, when
they become available, regarding the exchange offer and merger described above,
because they will contain important information:
o Sysco Corporation's preliminary prospectus, prospectus supplements,
final prospectus and tender offer materials.
o Sysco Corporation's Registration Statement on Form S-4 and Schedule TO
containing or incorporating by reference certain documents and other
information about SYSCO and Guest Supply.
o Guest Supply's Solicitation/Recommendation Statement on Schedule
14D-9.
These documents and amendments to these documents will be filed with the
Securities and Exchange Commission.
When these and other documents are filed with the SEC, they may be obtained free
at the SEC's web site at www.sec.gov. You may also obtain free copies of these
documents (when available) from Sysco Corporation by directing your request to
Investor Relations by fax at (281) 584-2721, or from Guest Supply by directing
your request by fax to (609) 514-7377.
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