Denali Acquires Welna
OLDENZAAL, The Netherlands and HOUSTON, March 18, 1999 -- Denali Incorporated (NASDAQ:DNLI) and Welna N.V. (Amsterdam Stock Exchange:WELNA) today announced they have entered into a letter of intent under which Denali will acquire Welna for 37.00 Euros per share, as well as assume approximately 11.5 million Euros in debt. The total transaction is valued at approximately 50 million Euros or U.S. $55 million.
The transaction will create the world's largest engineered fiberglass-reinforced plastics (FRP) company dedicated to providing corrosion-resistant products and services to process industries, including chemical processing, pulp and paper, microelectronics, power and others. Welna also has a trading company that specializes in providing engineered systems for power generation, water treatment, paper and chemical processing industries. The company will have approximately $250 million in annual revenues and manufacturing locations in the United States, The Netherlands, Germany, France, United Kingdom, Poland, Venezuela, and Thailand. The Welna companies will continue to operate autonomously.
"The combination of Denali and Welna creates a tremendous core of engineering and manufacturing capabilities," stated Edward de Boer, president and chief executive officer of Denali Incorporated. "The diversity and scope of our products, markets, and technologies will allow Denali to provide more complete and efficient solutions to our customers' needs, whether they are in North America, Europe, Asia or South America. Between product and market synergies, technology transfers, cross-selling opportunities, and our strategy for continued growth, the next few years will be very exciting for our customers, our suppliers, our shareholders, and our employees."
"Denali Incorporated and Welna N.V. together create a promising opportunity for all stakeholders," commented Henk Kroes, Welna N.V. chief executive officer. "The operating characteristics and business philosophies of both companies are identical and will create value in the future. Welna brings to the combination a strong competitive position in the European market as well as good access to the markets surrounding Europe, particularly through our subsidiaries in France and the United Kingdom. Through its technology and market experience, Welna will have a key role in the ongoing growth of the combined company and numerous opportunities for Welna's personnel are present."
"Besides being highly strategic, Denali believes the transaction to be accretive in calendar year 2000 and beyond," said Edward de Boer. "Furthermore, the transaction provides another platform to continue our growth and deliver value to shareholders and customers around the world."
The transaction is subject to approval by Welna N.V. shareholders and other customary closing conditions. It is expected that the transaction will be completed this summer, first quarter of fiscal year 2000.
Denali Incorporated is a provider of products and services for handling critical fluids, which are liquids, liquid mixtures, and slurries that are economically valuable or potentially hazardous to the environment. The company is a manufacturer of engineered fiberglass-composite products for corrosion-resistant applications as well as steel, aboveground storage tanks. Denali Incorporated is headquartered in Houston, and markets its products nationally through its subsidiaries Containment Solutions (Houston), Ershigs (Bellingham, Wash.), Fibercast (Tulsa, Okla.), SEFCO (Tulsa, Okla.), Plasti-Fab (Tualatin, Ore.), and Belco (Belton, Texas).
Welna N.V., a 120-year-old company, operates through two divisions. Welna Kunststoffen B. V. designs, manufactures, and installs all forms of FRP pipe systems, vessels and other related equipment requiring high levels of corrosion resistance. Welna Handel B.V. is a trading firm that specializes in high quality products and engineered systems for power generation, water treatment, and paper and chemical processing industries. Welna N.V. is headquartered in Oldenzaal, The Netherlands, and markets its products through its subsidiaries in The Netherlands, Germany, United Kingdom, Belgium, Sweden, France, and Poland.
For more information on Denali Incorporated, please contact Mel Carter, vice president of business development, at 713/627-0933, or visit the Denali Incorporated Website at www.denaliincorporated.com.
NOTE: This news release contains certain forward-looking statements as such term is defined in the Private Securities Litigation Reform Act of 1995 and information relating to the company and its subsidiaries that are based on the beliefs of the company's management as well as assumptions made by and information currently available to the company management. When used in this report, the words, "anticipate", "believe", "estimate", "expect", and "intend" and words or phrases of similar import, as they relate to the company or its subsidiaries or company management, are intended to identify forward-looking statements. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended.