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EXHIBIT 99
[AAVID THERMAL TECHNOLOGIES, INC. LOGO]
CORPORATE HEADQUARTERS - ONE EAGLE SQUARE, SUITE 509, CONCORD, NH 03301
TELEPHONE (603) 224-1117 FAX (603) 224-6673
FOR IMMEDIATE RELEASE
AAVID THERMAL TECHNOLOGIES ANNOUNCES IT WILL BE
ACQUIRED BY WILLIS STEIN & PARTNERS
AAVID THERMAL TECHNOLOGIES ANNOUNCES IT WILL
PURCHASE THERMAL MANAGEMENT BUSINESS OF BOWTHORPE
CONCORD, NH, AUGUST 23, 1999 - Aavid Thermal Technologies, Inc. (NASDAQ: AATT)
announced today that it has entered into a definitive agreement pursuant to
which a new company formed by Willis Stein & Partners will acquire Aavid in a
merger for $25.50 per share in cash, or approximately $260 million. The
transaction was approved by Aavid's Board of Directors after it conducted a
review of Aavid's strategic alternatives. The Board received a fairness opinion
with respect to the proposed transaction from Hambrecht & Quist LLC, which the
Board had engaged to assist it in its review and evaluation of strategic
alternatives.
The transaction is subject to a number of customary closing conditions,
including stockholder and regulatory approval. In addition, the transaction at
$25.50 is conditioned on the Company's acquisition of the thermal management
sector of Bowthorpe plc as set forth below. The Company intends to hold a
special meeting of its stockholders to approve the transaction as soon as
possible following the completion of the acquisition of the thermal management
sector of Bowthorpe. The Company expects to complete the transaction with Willis
Stein in the fourth quarter of 1999.
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The Company also announced today that it has entered into a definitive
Stock Purchase Agreement to acquire the thermal management sector of Bowthorpe
for approximately $79.5 million in cash, subject to certain closing date
adjustments. Prudential Securities Incorporated advised the Board with respect
to the acquisition. The proposed acquisition, which is expected to close in the
fourth quarter of 1999, is subject to various conditions, including expiration
of applicable Hart Scott Rodino waiting periods. Willis Stein has agreed to
proceed with the acquisition of the Company even if the acquisition of
Bowthorpe's thermal management sector does not occur, although at a price per
share of $24.50.
Bowthorpe's thermal management sector provides heatsinks and associated
products for the cooling of semiconductors, power hybrid circuits, high power
electronics, and other electronic devices. Upon closing of the stock purchase
agreement, Aavid will acquire Bowthorpe's thermal management product
manufacturing facilities in Dallas, Texas; Monterey, Mexico; Swindon, England;
Corby, England; Milan, Italy; Hong Kong and Malaysia. As part of the acquisition
from Bowthorpe, Aavid will also acquire 65.2%, representing Bowthorpe's entire
shareholding, of Curamik Electronics GmbH, a German corporation which
manufactures direct bonded copper substrates used in the packaging and cooling
of high power electronic devices. The sector, including Curamik, had revenues of
approximately $102 million for the year ended December 31, 1998 and $50 million
for the first half of 1999. The acquisition is not expected to be accretive to
Aavid's earnings for twelve months following the closing.
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COMPANY BACKGROUND
Aavid Thermal Technologies is a leading provider of thermal management
solutions for dissipating potentially damaging heat from digital and power
electronics. Aavid serves a highly diversified range of markets, principally in
North America, Europe, and the Far East. Aavid's 1998 sales totaled $209
million, driven by the company's operations in two distinct markets: thermal
management solutions and computational fluid dynamics software.
Thermal management solutions include products and services for problems
associated with the dissipation of unwanted heat in electronic and electrical
components and systems.
Computational fluid dynamics (CFD) software involves developing software
for computer modeling and flow analysis of products and processes that would
otherwise require time consuming and expensive physical models and the
facilities to test them.
Ongoing increases in silicon and system integration, higher processing
speeds and frequencies, smaller form factors, more sophisticated power
requirements and other advances in chip technology create excessive heat in
microprocessors and IC's (semiconductors) in electronic and electrical
components and systems. Microprocessors and integrated circuits operate
efficiently only in a narrow temperature band.
The excessive heat generated by these semiconductors not only harms their
own performance, but also degrades system performance and reliability and can
cause system failure. The increasingly wide range of environmental conditions,
including temperature extremes, in which electronic systems are expected to
operate, exacerbates these negative effects.
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The use of Aavid's thermal solutions helps maintain device and system
performance and reliability, and help avoid premature component and system
failure. Additional information on Aavid Thermal Technologies is available on
the World Wide Web at http://www.aatt.com
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Statements contained in this press release which are not historical facts may be
considered forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
materially from those projected. Such risks, uncertainties and factors include,
but are not limited to, changes in the Company's markets, particularly the
potentially volatile semiconductor market, changes in and delays in product
development plans and schedules, customer acceptance of new products, changes in
pricing or other actions by competitors, patents owned by the Company and its
competitors, risk of foreign operations and markets, difficulties in integrating
newly acquired businesses and general economic conditions, as well as other
risks detailed in the Company's filings with the Securities and Exchange
Commission.
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