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[SYBRON LOGO] EXHIBIT 99.1
NEWS RELEASE
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411 East Wisconsin Avenue
Milwaukee, WI 53202
(414) 274-6600
FOR IMMEDIATE RELEASE Contacts: Sybron International Corporation
d/b/a Apogent Technologies
Milwaukee, WI:
Dennis Brown
Phone: (414) 274-6600
Portsmouth, NH:
Jeffrey C. Leathe
Phone: (800) 327-9970
Sybron Dental Specialties, Inc.
Gregory D. Waller
Phone: (714) 516-7400
SYBRON INTERNATIONAL CORPORATION
ANNOUNCES SPIN-OFF UPDATE
MILWAUKEE (November 8, 2000). Sybron International Corporation (NYSE:SYB)
announced today that it has declared a pro rata distribution (or spin-off) to
its shareholders of the common stock and related preferred stock purchase rights
of Sybron Dental Specialties, Inc. (the "Distribution"). Shareholders of record
as of November 30, 2000, will receive one share of Sybron Dental Specialties,
Inc. ("SDS") common stock for every three shares of Sybron International common
stock they own. SDS share certificates will be mailed beginning December 11,
2000.
With respect to the separate financing of Sybron International and SDS, each
company has executed a commitment letter with its lead lender, each of which has
committed to provide a certain level of financing and to exercise its best
efforts to obtain additional commitments from other lenders to provide the
balance of the required financing. Each of the commitment letters from the lead
lenders to Sybron International and SDS is subject to customary lending
conditions. Accordingly, the Distribution is subject to satisfactory completion
of all required financing arrangements, including the related syndication
process and the negotiation and execution of definitive financing agreements.
SDS's common stock will be listed on the New York Stock Exchange under the
symbol "SYD."
(Continued)
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November 8, 2000
The Company will now be proceeding to complete the spin-off of SDS on December
11, 2000 and is able to provide the following additional information related to
that event.
BUSINESS NAMES AND TICKER SYMBOLS
As previously announced, Sybron International intends to change its name to
"Apogent Technologies Inc." at its first annual meeting of shareholders after
the Distribution. However, it will begin doing business as "Apogent
Technologies" as soon as its stock begins trading separately from SDS stock. At
that time, Sybron International stock will begin to trade on the New York Stock
Exchange under the symbol "AOT."
ORGANIZATION
Several important organizational changes are being made in connection with the
spin-off. The officers of Sybron Dental Specialties include the following:
SDS Officers
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Chairman of the Board Kenneth F. Yontz
President & Chief Executive Officer Floyd W. Pickrell, Jr.
Vice President - Finance, Chief Financial
Officer & Treasurer Gregory D. Waller
Vice President - General Counsel &
Secretary Stephen J. Tomassi
SDS will be headquartered in Orange, California.
Effective with the spin-off on December 11, the officers of Sybron
International, doing business as Apogent Technologies, will include the
following:
Apogent Officers
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Chairman of the Board Kenneth F. Yontz
President & Chief Executive Officer Frank H. Jellinek, Jr.
Executive Vice President - Finance,
Chief Financial Officer & Treasurer Jeffrey C. Leathe
Executive Vice President - General
Counsel & Secretary Michael K. Bresson
Frank Jellinek will also join the Apogent board effective with the spin-off.
(Continued)
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November 8, 2000
Mr. Yontz will step down as President and Chief Executive Officer of Sybron
International d/b/a Apogent Technologies when the spin-off is effective.
Additionally, at that time Dennis Brown and Jeff Harris will step down as Chief
Financial Officer and General Counsel, respectively. Mr. Brown will assume other
financial responsibilities within the Company, reporting to the Board of
Directors. He has also been appointed as a director of SDS. Mr. Harris will
become of counsel to the Company and will also report to the Board of Directors.
Apogent will be headquartered in Portsmouth, New Hampshire. Mr. Yontz, who will
remain as Chairman, will maintain an office in Milwaukee, along with Messrs.
Brown and Harris. The remaining corporate functions of Sybron International in
Milwaukee will be phased out and transferred to Portsmouth over the next several
months.
FINANCIAL DATA
In conjunction with the Distribution, pro forma financial data have been updated
to reflect the latest information and are included in the latest 8-K and Form 10
filings. Attached are updated summaries of unaudited pro forma combined
financial data for Apogent and SDS incorporating revised interest expense
levels.
For planning purposes, management of Apogent expects earnings growth in the
future to approximate 15 percent a year, excluding potential acquisitions, and
Sybron Dental Specialties anticipates earnings growth to approximate 10 percent
a year, excluding potential acquisitions.
Budgets for fiscal 2001 show a calendarization of the year's expected earnings
to be as follows:
Apogent SDS
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Quarter 1 20.5% 20.0%
Quarter 2 26.0% 28.0%
Quarter 3 26.5% 23.0%
Quarter 4 27.0% 29.0%
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100.0% 100.0%
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(Continued)
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November 8, 2000
FINANCING
Chase Manhattan Bank is acting as lead bank on behalf of Apogent. The Apogent
credit facility is expected to bear interest at an initial rate of LIBOR plus
1.25 percent.
ABN AMRO Bank N.V. is acting as lead bank on behalf of SDS. The SDS credit
facility is expected to be in two tranches bearing interest at LIBOR plus 2.75
percent and LIBOR plus 3.75 percent.
Interest expense in the attached pro forma financial summaries has been updated
to reflect these rates.
SHAREHOLDER RIGHTS PLAN
The Company also announced that its Board of Directors adopted, subject to
completion of the Distribution, a Rights Agreement in which Rights will be
distributed as a dividend at the rate of one Right for each share of common
stock, par value $.01 per share, of the Company held by shareholders of record
as of the close of business on December 12, 2000, the day after the
Distribution.
The Rights Agreement was not adopted in response to any effort to acquire
control of the Company. The Rights Agreement, however, is designed to deter
coercive takeover tactics including the accumulation of shares in the open
market or through private transactions and to prevent an acquirer from gaining
control of the Company without offering a fair and adequate price to all of the
Company's shareholders. The Rights will expire on December 12, 2010.
Each Right initially will entitle shareholders to buy one one-hundredth of a
share of a series of preferred stock for $140. The Rights generally will be
exercisable only if a person or group acquires beneficial ownership of 15
percent or more of the Company's common stock or commences a tender or exchange
offer upon consummation of which such person or group would beneficially own
15 percent or more of the Company's common stock.
A copy of the Rights Agreement will be filed with the Securities and Exchange
Commission shortly after the Distribution.
CONFERENCE CALL
The Company will host a conference call on Friday, November 10, at 9:00 a.m.
Central Time to go over this information and respond to questions.
(Continued)
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November 8, 2000
The dial-in number for the call will be (800) 621-5170 for domestic callers and
(212) 346-6390 for international callers. A replay will be offered beginning at
noon Central Time on Friday, November 10, and ending at 6:00 p.m. Central Time
on Monday, November 13. The replay can be accessed by dialing (800) 633-8284 for
domestic callers and (858) 812-6440 for international callers; the passcode will
be 16911835.
Note Regarding Forward-Looking Statements: This press release contains
forward-looking statements, including statements concerning the Company's and
SDS's expected earnings growth and the expected calendarization of their
earnings. These and other statements that relate to future results and events
are based on the Company's and SDS's current expectations. Actual results in
future periods may differ materially from those currently expected or desired
because of a number of risks and uncertainties, including the level of demand
for the Company's and SDS's products; interest rates; currency fluctuations;
distributor and OEM inventory management; the intensity of competition; and the
availability, cost and timing of acquisitions. These and other factors affecting
the Company's and SDS's business and prospects are discussed in the Company's
periodic filings with the Securities and Exchange Commission.
Sybron International Corporation's subsidiaries design, manufacture and market
laboratory products for the life science industry and professional dental
consumable products worldwide. Products of Sybron Laboratory Products
Corporation include Erie Scientific laboratory glass micro-arrays, specialty
slides and other diagnostic products, Matrix, Robbins and Molecular BioProducts
high throughput screening products, Microgenics drug diagnostic products, Nalge
Nunc International reusable and disposable multi-well plates and plastic
labware, Richard-Allan histology systems, and Barnstead|Thermolyne precision
heating and stirring apparatus, and water purification systems for laboratories.
Products of Sybron Dental Specialties include Ormco and "A" Company orthodontic
products and Kerr dental materials.
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UNAUDITED PRO FORMA COMBINED FINANCIAL DATA
In Thousands of Dollars
Fiscal Fiscal
Q-1 2000 Pro Q-1 2000 Pro
SDS Historical Adjs. Forma Apogent Historical Adjs. Forma
- --- ---------- ------- ------- ------- ---------- ---- -----
Net Sales 93,364 93,364 Net Sales 204,883 204,883
Cost of Sales 39,265 39,265 Cost of Sales 104,792 104,792
------ ------ ------ ------- --- -------
Gross Profit 54,099 54,099 Gross Profit 100,091 100,091
SG&A Expense 31,505 495 32,000 SG&A Expense 54,000 54,000
------ ------ ------ ------- --- -------
Operating Income 22,594 (495) 22,099 Operating Income 46,091 46,091
Interest (Expense) (6,011) (3,835) (9,846) Interest (Expense) (11,912) 140 (11,772)
Other (Expense) 132 (372) (240) Other (Expense) (354) 161 (193)
------ ------ ------ ------- --- -------
Inc. Before Tax 16,715 (4,702) 12,013 Inc. Before Tax 33,825 301 34,126
Taxes 6,752 (1,904) 4,848 Taxes 13,364 120 13,484
------ ------ ------ ------- --- -------
Net Income 9,963 (2,798) 7,165 Net Income 20,461 181 20,642
====== ====== ====== ======= === =======
Fiscal Fiscal
Q-2 2000 Pro Q-2 2000 Pro
SDS Historical Adjs. Forma Apogent Historical Adjs. Forma
- --- ---------- ------- ------- ------- ---------- ---- -----
Net Sales 108,315 108,315 Net Sales 218,074 218,074
Cost of Sales 44,605 44,605 Cost of Sales 110,909 110,909
------ ------ ------ ------- --- -------
Gross Profit 63,710 63,710 Gross Profit 107,165 107,165
SG&A Expense 34,897 319 35,216 SG&A Expense 54,204 54,204
------ ------ ------ ------- --- -------
Operating Income 28,813 (319) 28,494 Operating Income 52,961 52,961
Interest (Expense) (6,276) (3,448) (9,724) Interest (Expense) (11,983) (263) (12,246)
Other (Expense) 339 (344) (5) Other (Expense) 260 135 395
------ ------ ------ ------- --- -------
Inc. Before Tax 22,876 (4,111) 18,765 Inc. Before Tax 41,238 (128) 41,110
Taxes 9,241 (1,665) 7,576 Taxes 15,898 (51) 15,847
------ ------ ------ ------- ---- -------
Net Income 13,635 (2,446) 11,189 Net Income 25,340 (77) 25,263
====== ====== ====== ======= ==== =======
Fiscal Fiscal
Q-3 2000 Pro Q-3 2000 Pro
SDS Historical Adjs. Forma Apogent Historical Adjs. Forma
- --- ---------- ------- ------- ------- ---------- ---- -----
Net Sales 104,986 104,986 Net Sales 212,029 212,029
Cost of Sales 44,343 44,343 Cost of Sales 106,620 106,620
------ ------ ------ ------- ---- -------
Gross Profit 60,643 60,643 Gross Profit 105,409 105,409
SG&A Expense 35,336 1,125 36,461 SG&A Expense 54,229 54,229
------ ------ ------ ------- ---- -------
Operating Income 25,307 (1,125) 24,182 Operating Income 51,180 51,180
Interest (Expense) (6,513) (3,206) (9,719) Interest (Expense) (12,256) 180 (12,076)
Other (Expense) 123 (310) (187) Other (Expense) 309 103 412
------ ------ ------ ------- ---- -------
Inc. Before Tax 18,917 (4,641) 14,276 Inc. Before Tax 39,233 283 39,516
Taxes 7,642 (1,880) 5,762 Taxes 15,290 113 15,403
------ ------ ------ ------- ---- -------
Net Income 11,275 (2,761) 8,514 Net Income 23,943 170 24,113
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*The pro forma adjustments for Sybron International (Apogent) and SDS are based
on various assumptions, which may be subject to change, including the following:
(Continued)
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o Interest rates for Sybron International (Apogent) excluding SDS were
assumed to be 8.1 percent. Actual rates ultimately paid by Sybron
International may be different and will depend upon a number of factors.
These factors include market conditions at the time of the spin-off of SDS
and thereafter, Sybron International's credit profile and Sybron
International's financial performance. A change in the borrowing rate of 10
percent from the estimated pro forma rate of 8.1 percent would result in an
annual change in income before income taxes and net income of $4.8 million
and $2.9 million, respectively.
o We expect SDS to pay interest at the Eurodollar rate plus 2.75 percent on
up to $300 million and the Eurodollar rate plus 3.75 percent on $150
million. For purposes of the pro forma calculations, we used a weighted
average interest rate at SDS of 9.9 percent (the Eurodollar rate + 3.15
percent). The Eurodollar rate was assumed to be 6.8 percent for all
presented periods. Actual rates ultimately paid by SDS will depend upon a
number of factors, including market conditions at the time of the spin-off
of SDS, SDS's credit profile and SDS's financial performance. A change in
the borrowing rate of 10 percent from the estimated pro forma rate of 9.9
percent would result in an annual change in income before income taxes and
net income of $3.7 million and $2.2 million, respectively.
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