FOR IMMEDIATE RELEASE CONTACT: Day Runner, Inc.
Judy Tucker
Vice President, Business Development
714/680-3500, ext. 3171
Jenifer Kirtland
Director, Investor Relations
714/680-3500, ext. 3697
DAY RUNNER AND FILOFAX AGREE ON RECOMMENDED OFFER
IRVINE, CA., September 25, 1998. Day Runner, Inc. (Nasdaq/DAYR), a
marketer of broad-based personal organizing products to broad consumer
audiences through retail distribution and the leading producer of paper-based
organizers for the U.S. retail market, today announced that it has reached
agreement with the Board of Directors of Filofax on the terms of a
recommended cash tender offer for Filofax. This follows Day Runner's
announcement yesterday of a non-recommended cash tender offer for Filofax and
subsequent discussions between the two companies.
The recommended offer is for L2.10 (approximately US$3.53) per share for
a total of approximately US$84.5 million. The offer represents a trailing
p/e of 14.0 on earnings from continuing operations and a premium of 50.0%
over the September 23rd closing mid-market price, which represented a
trailing p/e of 9.3. As stated in yesterday's announcement, the proposed
acquisition will be funded by bank debt.
Day Runner chairman Mark Vidovich commented, "We are delighted that
Filofax's Board is recommending our offer to their stockholders. We're
confident that the Filofax brand will be an excellent complement to Day
Runner's current product lines, and we believe that Filofax's established
distribution in key markets outside the U.S. offers substantial opportunities
for the international growth of the combined business."
Day Runner owns or has obtained irrevocable commitments from Filofax
stockholders to accept the recommended offer for a total of 5,568,211 shares,
representing approximately 23.2% of Filofax's outstanding shares.
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DAY RUNNER AND FILOFAX AGREE ON RECOMMENDED OFFER
PAGE 2
Filofax is a manufacturer and supplier of stationery products, including
Filofax, Lefax and Microfile brand personal organizers. In addition to its
core personal organizer business, Filofax markets business forms and high-end
pens. Filofax has wholly owned sales subsidiaries in France, Germany, Hong
Kong, Scandinavia, the UK and the U.S. and sells primarily through retail
distribution channels in each market. Filofax's sales from continuing
operations for fiscal 1998 were L37.7 million (approximately US$63.3
million), with 86%, or approximately US$54.6 million, to markets outside the
U.S.
As is usual under UK takeover practice, the offer is subject to an
"acceptance condition" to the effect that Day Runner must acquire not less
than 90% of the Filofax shares (or such lesser percentage down to 50% as Day
Runner may decide) either through acceptances of the offer or by purchases
outside the offer. The offer will be open for acceptance for a minimum of 20
business days, although this period may be extended by Day Runner for up to
60 days in total. The offer is also subject to anti-trust and other usual
conditions that must be satisfied (unless waived by Day Runner) no later than
21 days after the acceptance condition is satisfied. Accordingly, the
outcome of the offer is likely to be determined in Day Runner's fiscal 1999
second quarter ending December 31, 1998.
With the exception of actual reported financial results and statements
of historical fact, the statements made in this news release or other
statements that may be made about the transaction, including, without
limitation the effect of the acquisition of Filofax on Day Runner's earnings,
are forward looking, reflect Day Runner's current expectations and involve
certain risks and uncertainties. There can be no assurance that the
Company's actual future performance will meet its expectations. As discussed
in the Company's fiscal 1997 Annual Report on Form 10-K, the Company's future
operating results are difficult to predict and subject to significant
fluctuations. Factors that may cause future results to differ materially
from the Company's current expectations include, among others: the timing
and size of orders from large customers, timing and size of orders for new
products, large customers' inventory management, competition, general
economic conditions, the health of the retail environment, supply constraints
and supplier performance. In addition, unanticipated events and
circumstances may render the acquisition of Filofax by Day Runner less
beneficial than expected, and the differences may be significant.
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DAY RUNNER AND FILOFAX AGREE ON RECOMMENDED OFFER
PAGE 3
Day Runner is a marketer of personal organizing products to broad-based
consumer audiences through retail distribution. The Company is the leading
developer, manufacturer and marketer of paper-based organizers for the U.S.
retail market and also develops, manufactures and markets a number of related
organizing products, including telephone/address books, appointment books,
executive accessories, products for children and students, organizing and other
wall boards and flexible, laminated wall planners, among others. Day Runner's
products are carried by more than 20,000 retail stores across the U.S. and are
available in a number of countries in North America, Europe and the Asia-Pacific
region.
This announcement does not constitute an offer or an invitation to purchase
any securities, directly or indirectly, in Canada, Australia or Japan. Further,
this release is not for distribution in Canada, Australia or Japan.
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Day Runner is a registered trademark of Day Runner, Inc. All other
trademarks remain the property of their respective companies.