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| ROP > SEC Filings for ROP > Form 8-K on 13-Jan-2004 | All Recent SEC Filings |
13-Jan-2004
Acquisition or Disposition of Assets and Financial Statements & Exhibit
On December 29, 2003, Roper Industries, Inc. (the "Company") completed the acquisition of all of the outstanding capital stock of Neptune Technology Group Holdings, Inc. ("NTGH") for a cash purchase price of approximately $475 million, which is net of cash acquired and includes debt which was repaid (the "NTGH Acquisition"). In connection with the NTGH Acquisition, the Company also purchased the remaining one-third interest in DAP Technologies, a Canadian company that manufactures fully-rugged handheld computers, that NTGH did not own for total consideration of approximately $9.1 million. Roper also completed a public offering of 4,830,000 shares of its common stock for gross proceeds of approximately $231.8 million (the "Common Stock Offering") and an offering of senior subordinated convertible notes for gross proceeds of approximately $230 million (the "Notes Offering," and together with the Common Stock Offering, the "Offerings"), including exercise of the underwriters' overallotment for both Offerings. Concurrently with the closing of the Offerings, the Company also entered into a new $625 million senior secured credit facility with JPMorgan Chase Bank, as administrative agent, Merrill Lynch Capital Corporation, as documentation agent, Wachovia Bank, National Association, as syndication agent and certain other lenders consisting of a $400 million five-year term loan and a $225 million three-year revolving credit facility. The Company used the proceeds from the Common Stock Offering, together with borrowings under its new senior secured credit facility, to pay for the acquisition, repay a portion of its existing credit facility and pay related fees and expenses. The Company used the proceeds from the Notes Offering to redeem its outstanding senior notes and to repay a portion of its existing credit facility. A press release announcing the completion of the NTGH Acquisition and related transactions is included as Exhibit 99.2 and is incorporated herein by reference in its entirety. In addition, the Stock Purchase Agreement, dated as of October 21, 2003, by and among NTGH, the selling stockholders named in the agreement, and the Company, was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 14, 2003.
(a) The financial statements of NTGH required by Item 7(a) of
Form 8-K were previously provided in a Current Report on
Form 8-K filed with the Securities and Exchange Commission
on November 14, 2003 and are specifically incorporated
herein by reference.
(b) Pro Forma Information
(1) The following Unaudited Pro Forma Consolidated Financial Information of the Company and NTGH are included as Exhibit 99.1 and are incorporated herein by
reference in their entirety:
(a) Pro Forma Consolidated Balance Sheets as of September 30, 2003;
(b) Pro Forma Consolidated Statements of Operations for the year ended
October 31, 2002;
(c) Pro Forma Consolidated Statements of Operations for the nine months
ended September 30, 2003; and
(d) the Notes to such financial statements.
(c) Exhibits
1.1 Purchase Agreement for Common Stock
1.2 Purchase Agreement for Convertible Senior Subordinated Notes due 2034
4.1 Supplemental Indenture between the Company and SunTrust
Bank, dated December 29, 2003
5.1 Opinion of King & Spalding LLP
23.1 Consent of PricewaterhouseCoopers, LLP
23.2 Consent of King & Spalding LLP (included in Exhibit 5.1)
99.1 Unaudited Pro Forma Consolidated Financial
Information of the Company and NTGH, as described in
Item 7(b) of this Current Report on Form 8-K.
99.2 Press Release
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