Exhibit (a)(5)(A)
[FILA LOGO] [DIXON LOGO]
PRESS RELEASE
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Translation from Italian
December 17, 2004
FILA-FABBRICA ITALIANA LAPIS ED AFFINI S.P.A.
AGREES TO ACQUIRE
DIXON TICONDEROGA COMPANY FOR $7 PER SHARE
THE TRANSACTION WILL OCCUR THROUGH A CASH TENDER OFFER
ON ALL THE OUTSTANDING SHARES
THE TRANSACTION SETS UP A GROUP EMPLOYING ABOUT 2.200 PEOPLE,
WITH FACILITIES IN
ITALY, FRANCE, SPAIN, CHILE, CANADA, MEXICO, THE U.K., CHINA AND WITH A
TURNOVER OF APPROXIMATELY 200 MILLION DOLLARS
THE TRANSACTION IS FINANCED BY BANCA INTESA, WHICH FURTHERMORE HAS A
STAKE IN THE COMPANY OF 20%
Milan, Italy and Heathrow, Florida, December 17, 2004 -- CEO of Fila-Fabbrica
Italiana Lapis ed Affini S.p.A., Massimo Candela, and Co-CEOs Gino N. Pala and
Richard F. Joyce of Dixon Ticonderoga Company (company listed on the American
Stock Exchange AMEX: DXT), announced today that they have reached a definitive
agreement for the acquisition by Fila of all the outstanding shares of Dixon
common stock for $7.00 per share in cash. The transaction has been approved by
the boards of directors of both companies. Under the terms of the definitive
agreement, a wholly-owned subsidiary of Fila will commence a cash tender offer
within the next fifteen business days to acquire all outstanding shares of Dixon
common stock at a price of $7 per share. It is likely that such offer will be
commenced on or about January 7, 2005. The price represents a significant
premium over the stock price of Dixon. Following successful completion of the
tender offer, any remaining Dixon shares will be acquired in a cash merger at
the same price.
The consummation of the transaction is subject to the requirement that at
least 66.67% of Dixon's outstanding shares be validly tendered and not withdrawn
prior to the final expiration date of the offer, and other customary conditions.
Holders of approximately 28% of the outstanding Dixon shares, including, Messrs.
Pala, Joyce and other executive officers of Dixon, have simultaneously entered
into an agreement
Exhibit (a)(5)(A)
with Fila requiring them to sell their Dixon shares to Fila upon the closing of
the tender offer and at the same price, and to vote their shares in favor of the
merger.
"With the acquisition of Dixon, FILA enters into a market with great
potentials and will benefit from important synergies. The transaction sets up a
group with a turnover of approximately 200 million dollars. This transaction
represents a signal of our growth strategy and of the dynamism of the Italian
middle-sized enterprises, even in an extremely competitive market, as the
American market", said Massimo Candela, CEO of Fila.
"This exciting combination creates multiple opportunities for our
customers, employees, suppliers and partners," said Mr. Pala. Joyce adds, "It is
apparent that Dixon's manufacturing consolidation and restructuring efforts,
system investments and aggressive marketing and sales efforts these past few
years have not gone unnoticed within our industry. It is not surprising that we
would be viewed as a significant enhancement to FILA's global strategy.
Employees, customers and consumers will benefit from the greater resources,
scale and opportunities of the combined companies."
Lazard & Co. served as Fila's financial advisor in connection with the
proposed transaction while Marena, Bonvicini, Aghina e Ludergnani acted as
lawyer to Fila. After reviewing the terms of the proposed transaction and
receiving an opinion from Sheldrick, McGehee & Kohler, Inc. that the $7.00 per
share consideration to be received by Dixon's stockholders is fair from a
financial point of view, Dixon's board of directors approved the transaction and
agreed to recommend that Dixon's shareholders tender their shares in Fila's
tender offer and approve and adopt the merger agreement and the merger.
The transaction is financed by Banca Intesa, Italy's largest bank, which
furthermore has a stake in the company since 1999, through its Merchant Banking.
"In order to successfully complete the transaction, Banca Intesa worked towards
Fila with our spread set of competences, both on debt and equity sides"- said
Gaetano Micciche, Head of Corporate of Banca Intesa - "Fila is the leader
company within its industry, and we know them well, apart from being
shareholders, from the assistance already provided in the acquisition of
Omyacolor, leader of the stationery market in France. Banca Intesa plans to
support middle-sized enterprises like Fila, enterprises with a global vision and
that require reliable and fast partners in order to compete on international
markets."
Furthermore, Banca Intesa provides an additional line of credit as back-up line
for any reimbursement of the existing financial debt of Dixon.
About Dixon Ticonderoga Company:
Dixon, with operations dating back to 1795, is one of the oldest publicly held
companies in the U.S. Dixon manufactures and markets stationery and art
materials to stationery shops, stores and chain stores such as Wal Mart and
Office Depot. Dixon produces and sells a complete product line consisting in
pencils, stationery,
Exhibit (a)(5)(A)
mechanical pencils and similar goods with the Ticonderoga, Prang and Dixon own
brands. Headquartered in Heathrow, Florida, Dixon employs approximately 1,600
people at eight facilities in the U.S., Canada, Mexico, the U.K. and China.
About Fila-Fabbrica Italiana Lapis ed Affini:
FILA is the leader company in the stationery market, with a wide range of design
and writing instruments, art materials and modeling paste. Established in
Florence in 1920, it aided in the creativity development of entire generations
of children, students, professionals. Its leading brands in the European market
are Giotto, Tratto, Pongo, Das and Dido. Headquartered in Milan, Italy, Fila's
group employs about 600 people at four facilities in Italy, France, Spain and
Chile. Fila is held by the Candela family and Banca Intesa has a 20% stake 1999.
Notice To Investors
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer for the outstanding shares of Dixon
common stock described in this announcement has not commenced. At the time the
offer is commenced, a Fila subsidiary will file a tender offer statement with
the Securities and Exchange Commission, and Dixon will file a solicitation and
recommendation statement with respect to the offer. The tender offer statement
(including an offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement will contain important
information that should be read carefully before any decision is made with
respect to the tender offer. Those materials will be made available to Dixon
security holders at no expense to them. In addition, all of those materials (and
all other offer documents filed with the Securities and Exchange Commission)
will be available at no charge on the Securities and Exchange Commission's
Website at http://www.sec.gov/.
Cautionary Statement Regarding Forward-Looking Information
Certain matters discussed in this press release are "forward-looking
statements" intended to qualify for the safe harbors from liability established
by the Private Securities Litigation Act of 1995. Such forward-looking
statements are subject to certain risks and uncertainties, which could cause
actual results to differ materially from those currently anticipated.
Stockholders, potential investors and other readers are urged to consider these
factors carefully in evaluating the forward-looking statements. In particular,
because the consummation of the Fila tender offer and the merger are
conditioned, among other things, on at least a 66 2/3% of Dixon's outstanding
common shares being tendered and not withdrawn prior to the final expiration
date of the offer and other conditions, there is not and can be no assurance
that the Fila tender offer or the merger will be consummated. The
forward-looking statements made herein are only made as of the date of this
press release and we undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
Exhibit (a)(5)(A)
Fila Media Relations Contact: Dixon Ticonderoga Investor Relations Contact:
Massimo Candela, CEO Gino N. Pala, Co-CEO
+39 02 38 1051 +1 (407) 829-9000
Mark Harnett Richard F. Joyce, Co-CEO
MacKenzie Partners, Inc. +1 (407) 829-9000
+1 212-929-5877
Banca Intesa
Media Relations Contact:
+39 02 8796 3531