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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JUNO LIGHTING, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, $.01 par value, of Juno Lighting, Inc.
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(2) Aggregate number of securities to which transaction applies:
Not applicable.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
Not applicable.
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(4) Proposed maximum aggregate value of transaction: Not applicable.
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(5) Total fee paid: Not applicable.
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid: Not applicable.
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(2) Form, schedule or registration statement no.: Not applicable.
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(3) Filing party: Not applicable.
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(4) Date filed: Not applicable.
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JUNO LOGO
IMPORTANT SPECIAL MEETING ON JUNE 29, 1999
June 11, 1999
DEAR FELLOW STOCKHOLDER:
VOTE "FOR" THE PROPOSED MERGER
Your Board of Directors has unanimously approved an agreement and plan of
recapitalization and merger with Fremont Investors I, LLC designed to maximize
value for all Juno stockholders. After carefully reviewing the strategic
alternatives available to Juno and conducting a comprehensive and orderly
auction process, your Board believes that this merger is in the best interests
of all Juno stockholders. IN REACHING ITS DECISION, YOUR BOARD RECEIVED AND
REVIEWED THE WRITTEN OPINION OF WILLIAM BLAIR & CO. LLC, AN INDEPENDENT,
NATIONALLY-RECOGNIZED INVESTMENT BANK, THAT THE CONSIDERATION TO BE RECEIVED BY
JUNO STOCKHOLDERS IN THE MERGER IS FAIR FROM A FINANCIAL POINT OF VIEW.
Please note that Fremont Investors has no relationship, business or
otherwise, with Robert S. Fremont, the Chairman and Chief Executive Officer of
Juno.
You should have recently received a proxy statement/prospectus relating to
a special meeting of Juno stockholders to be held on June 29th to consider and
approve the merger and related matters. If you do not vote "FOR" the
transaction, this opportunity to maximize the value of your investment in Juno
will be lost. There is no guarantee that an alternative transaction will emerge
at the same value or that your shares will continue to trade at their current
level.
REMEMBER, NOT VOTING IS THE SAME AS VOTING "AGAINST". WE STRONGLY URGE YOU
TO VOTE "FOR" THE MERGER BY SIGNING, DATING AND MAILING THE ENCLOSED PROXY CARD
TODAY.
BENEFITS OF THE MERGER
- JUNO STOCKHOLDERS RECEIVE A SIGNIFICANT PREMIUM: The $25 price
represents a premium of approximately 22% over the Juno closing price
of $20.50 per share on March 26, 1999, the day of the merger
announcement.
- JUNO STOCKHOLDERS HAVE THE CHOICE OF CASH OR STOCK, SUBJECT TO
PRORATION: You may elect with respect to each share of Juno common
stock you own to receive either $25 in cash or one share of common
stock of Juno, the surviving corporation in the merger, subject to
proration. If you elect to receive cash, you will receive cash for at
least 87.1% of your shares and possibly for all your shares. You will
receive one share of Juno common stock for each of your shares that are
not acquired for cash. You may make a different election with respect
to each share you own.
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- WILLIAM BLAIR VALUED NEW JUNO STOCK AT $25 PER SHARE: William Blair
valued Juno's newly issued shares at $25 per share based on its
analysis of Juno's pro forma 1999 and 2000 earnings per share and its
discounted cash flow analysis based upon Juno's projected financial
results.
- THE TRANSACTION AVOIDS GOODWILL CHARGES: The transaction was
structured as a recapitalization with certain of Juno's existing shares
remaining outstanding in order to avoid substantial goodwill charges.
COMPREHENSIVE AND ORDERLY AUCTION PROCESS
Beginning in June 1998, your Board commenced a comprehensive and orderly
auction process designed to maximize stockholder value. This process was
conducted on a confidential basis to minimize disruption to the Company's
operations and its relationships with customers, suppliers and employees. This
diligent and thorough process included:
- Engaging two investment banking firms, William Blair and Goldman, Sachs
& Co., to manage this comprehensive and orderly auction process;
- Contacting all potential strategic and financial buyers identified by
these firms, including 45 strategic buyers and 33 financial buyers;
- Delivering confidential materials describing Juno and its operations to
all of the potential buyers who expressed an interest in a transaction
with Juno. Thirty-four firms expressed such an interest and were sent
materials;
- Entering into discussions with all of the potential buyers who
continued to express further interest in a transaction with Juno;
- Negotiating and executing a merger agreement;
- Preserving your Board's right under the merger agreement to consider
and accept a superior proposal.
YOUR BOARD STRONGLY BELIEVES THAT THIS DILIGENT AND THOROUGH PROCESS
RESULTED IN THE TRANSACTION THAT IS IN THE BEST INTERESTS OF, AND MAXIMIZES
VALUE FOR, ALL JUNO STOCKHOLDERS. In deciding how to vote, we ask that you keep
in mind the following facts:
- NO OTHER BIDDER IN THIS PROCESS WAS WILLING TO ENTER INTO A TRANSACTION
WITH A PER SHARE PRICE EQUAL TO OR BETTER THAN THE FREMONT MERGER
CONSIDERATION.
- DESPITE WIDESPREAD PUBLICITY SINCE THE MERGER WAS ANNOUNCED ON MARCH
26, 1999, NO THIRD PARTY -- FINANCIAL OR STRATEGIC -- HAS MADE AN
INQUIRY OR PROPOSAL REGARDING AN ACQUISITION OF JUNO.
- JUNO'S DIRECTORS AND OFFICERS OWN A SIGNIFICANT AMOUNT OF THE JUNO
STOCK AND THEIR INTERESTS ARE DIRECTLY ALIGNED WITH THE INTERESTS OF
ALL JUNO STOCKHOLDERS.
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LENS, INC.'S ATTEMPT TO DERAIL THE MERGER
BY DISTORTING THE FACTS
Your Board believes that Lens is attempting to derail the merger by
distorting facts relating to the agreement. Take a closer look:
Lens claims that Juno conducted a "secret, selective process" and that it
knows of one potential strategic buyer that was not invited to make a bid for
Juno. As we have clearly demonstrated, we conducted a comprehensive, orderly
process through which we contacted 78 potential buyers. When challenged to
provide your Board with the names of any additional potential buyers, Lens
failed to do so. To date, Lens' phantom buyer has not come forward.
Lens wants you to believe that the transaction serves the interest of
management at the expense of the stockholders because the stock incentive plan
was a condition of the merger. NOTHING IS FURTHER FROM THE TRUTH. In fact,
Fremont Partners insisted on having appropriate incentives in place to ensure
that the value of Juno will be maximized going forward by aligning the interests
of employees with stockholders. The adoption of such a plan is customary in
recapitalization transactions and will replace the Company's existing plan. A
committee of Juno's Board consisting of non-employee directors will grant these
options over time based on performance and consistent with the best interests of
all stockholders.
Lens claims that "the timing is bad" to sell the Company. However, the
stock market is close to an all-time high, the economy is showing unprecedented
strength, and interest rates are low. How much better could the timing be?
Lens has asserted that Juno is worth more as a stand-alone entity than the
price offered by Fremont Investors. Lens claims that the average lighting
industry EV/EBITDA(1) multiple is 10.4x and that Juno should trade at least at
this multiple. WE BELIEVE LENS' SELECTIVE "VALUATION ANALYSIS" IS FLAWED AND
MISLEADING. As of May 31, 1999, the peer(2) average EV/EBITDA multiple was
8.7x -- not 10.4x as Lens claims. Further, the EV/EBITDA multiples of Genlyte,
Holophane and LSI, the three companies that we believe are most comparable to
Juno, were 5.1x, 7.4x and 7.3x, respectively, as of May 31, 1999. Juno traded at
an EV/EBITDA multiple of 6.8x immediately prior to the announcement of the
merger.
WE URGE YOU TO REJECT LENS' DISTORTION OF THE FACTS.
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(1) EV/EBITDA multiple means Enterprise Value (market value of common capital
plus total debt less cash and cash equivalents) divided by EBITDA (trailing 12
months earnings before interest, taxes, depreciation and amortization).
(2) These "peers" are The Genlyte Group Incorporated, Holophane Corporation,
LSI Industries Inc. and SLI, Inc; the multiple for Advanced Lighting
Technologies, Inc. of 91.5x has been excluded as not meaningful.
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LENS' MISLEADING "ALTERNATIVE"
Stockholders should remember that Lens is not offering you anything for
your shares. However, in what we believe is an ill-conceived attempt to derail
the merger, Lens has proposed a so-called "alternative." This flawed and
ill-conceived alternative involves the repurchase by Juno of approximately 45%
of its outstanding stock at $25 per share to be followed by a possible public
auction of Juno at a sales price in excess of $25 per share for the remaining
stock with no guarantee that a buyer would surface.
The Lens alternative is flawed and not in the best interests of Juno
stockholders. In fact, this Lens alternative is not a real alternative at all,
and there is no assurance it will ever be consummated. Consider carefully the
following:
- We believe a share buyback would have absolutely no impact on the
ultimate value of Juno. Lens itself admits that the value of Juno
should be based on enterprise value as a multiple of EBITDA. This
multiple is not affected by any share buyback.
- No reasonable individual would sell shares back to Juno for $25 if, as
Lens wants you to believe, stockholders would get a higher per share
price in a sale of Juno following the buyback. Lens' logic is flawed.
- Lens' so-called alternative would result in you getting $25 per share
for only 45% of your stock in the buyback. The Fremont transaction
offers you an immediate $25 per share for at least 87.1% of your stock
in cash, with the remainder in stock valued by William Blair at $25 per
share.
- The Board determined that a buyback would discourage other companies
from buying Juno in a stock transaction because it would prevent
pooling-of-interest treatment for a significant period of time, thus
significantly reducing the number of potential buyers.
- Remember, after contacting 78 potential buyers, no one was willing to
enter into a transaction equal to or better than the Fremont
transaction.
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THE FUTURE OF YOUR INVESTMENT IS AT STAKE -- DON'T DELAY
By voting "FOR" this transaction, stockholders can receive a purchase
consideration of $25 in cash and/or stock. This valuation has been achieved
following a comprehensive auction process. Lens has not provided an
alternative -- only misplaced and flawed criticism which is intended to derail
the merger. REMEMBER, THE MARKET PRICE OF YOUR JUNO COMMON STOCK MAY DECLINE
SUBSTANTIALLY IF THE MERGER IS NOT CONSUMMATED.
Your Board of Directors urges you to vote "FOR" Juno's merger with Fremont
Investors. We strongly believe this merger is in the best interests of all Juno
stockholders. Please sign, date and mail the proxy card today in the enclosed,
postage paid envelope. Remember, your vote is important and time is of the
essence, so please act today.
Sincerely,
/s/ ROBERT S. FREMONT
ROBERT S. FREMONT
Chairman of the Board and
Chief Executive Officer
If you have questions, or need additional information, please call D.F.
King & Co., Inc., which is assisting us, at 1-800-578-5378.
THIS SOLICITATION RELATES SOLELY TO THE SOLICITATION OF PROXIES WITH RESPECT TO
THE JUNE 29, 1999 MEETING. A PROXY STATEMENT/ PROSPECTUS RELATING TO THE SHARES
OF JUNO COMMON STOCK TO BE ISSUED IN THE MERGER HAS BEEN MAILED TO JUNO
STOCKHOLDERS. THE RECOMMENDATION BY YOUR BOARD THAT YOU APPROVE THE MERGER IS
NOT A RECOMMENDATION AS TO WHETHER OR NOT YOU SHOULD ELECT TO RECEIVE SHARES OF
JUNO COMMON STOCK IN THE MERGER.
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