10.07.2006 11:30:00
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Laidlaw International, Inc. Announces Commencement of Tender Offer
"We set out to achieve a more balanced debt to equity ratio withour balance sheet," said Kevin Benson, President and Chief ExecutiveOfficer of Laidlaw International, Inc. "After a thorough review, weconcluded that a leverage ratio of approximately 1.7x EBITDA isappropriate for Laidlaw and is consistent with our overall operatingphilosophies. The new debt will enable us to execute a sizable stockrepurchase plan and return capital to our shareholders."
Based on the number of shares tendered and the prices specified bythe tendering shareholders, Laidlaw International will determine thelowest price per share within the range that will enable it to buy15,000,000 of its common stock or a lesser amount if fewer than15,000,000 shares are properly tendered. If more than 15,000,000shares are tendered at or below the purchase price selected, theCompany will purchase shares tendered at prices below or equal to thepurchase price on a pro rata basis. In accordance with the rules ofthe Securities and Exchange Commission, Laidlaw International, Inc.may under certain circumstances and reserves the right to, purchase inthe tender offer an additional amount of shares, not to exceed 2% ofits outstanding common stock, without amending or extending the tenderoffer.
All shares that are acquired in the tender offer will be acquiredat the same purchase price, including shares that are tendered at alower price. Shareholders whose shares are purchased in the tenderoffer will be paid the purchase price in cash, without interest,promptly after the expiration of the tender offer.
Following completion of the tender offer, the Company may alsopurchase the difference between the aggregate Dollar amount that isrepurchased through the tender offer and $500 million of its commonstock through open market purchases. These open market purchases willnot begin until the 11th business day following the expiration of thetender offer period. Laidlaw International may conduct its sharerepurchases in the open market, in privately negotiated transactions,through derivative transactions and through purchases made inaccordance with Rule 10b5-1 under the Securities Exchange Act of 1934.The repurchase program does not require Laidlaw International toacquire any specific number of shares and may be terminated at anytime.
The tender offer is not contingent on any minimum number of sharesbeing tendered. However, the tender offer is subject to a number ofother conditions specified in the Offer to Purchase that will bedistributed to all Laidlaw International, Inc. shareholders of record.
The dealer managers for the offer are Morgan Stanley & Co. Inc.and UBS Securities LLC. Questions concerning the tender offer may bedirected to Morgan Stanley & Co. Inc. at (866) 818-4954 and UBSSecurities LLC at (212) 821-2100. D. F. King & Co., Inc. is theinformation agent for the tender offer and any questions concerningthe tender offer or requests for copies of the Offer to Purchase,Letter of Transmittal and related documents should be directed to D.F. King & Co., Inc. by calling (212) 269-5550 (banks and brokeragefirms) or (800) 290-6427 (all others toll free). The Offer toPurchase, Letter of Transmittal and related documents are being mailedto registered shareholders and will also be made available fordistribution to beneficial owners of Laidlaw International commonstock.
This news release is for informational purposes only, and is notan offer to buy, or the solicitation of an offer to sell, any shares.The full details of the tender offer, including instructions on how totender shares, along with the Letter of Transmittal and relatedmaterials, are expected to be mailed promptly. Shareholders shouldcarefully read the Offer to Purchase, the Letter of Transmittal andother related materials when they are available because they willcontain important information including various terms and conditionsof the tender offer. Shareholders may obtain free copies, whenavailable, of the Offer to Purchase and other related documents thatwill be filed by Laidlaw International with the U.S. Securities andExchange Commission at the Commission's website at www.sec.gov.Shareholders also may obtain a copy of these documents, withoutcharge, from D. F. King & Co., Inc., the information agent for thetender offer, appointed in connection with the offer. Shareholders areurged to read these materials carefully prior to making any decisionwith respect to the tender offer.
Neither Laidlaw International nor any member of its Board ofDirectors, nor the Dealer Managers or the Information Agent is makingany recommendation to shareholders as to whether to tender or refrainfrom tendering their shares into the tender offer. Shareholders mustdecide how many shares they will tender, if any, and the price, withinthe stated range, at which they will offer their shares for purchaseby Laidlaw International, Inc.
About Laidlaw International, Inc.
Laidlaw International, Inc. is a holding company for NorthAmerica's largest providers of school and inter-city bus transportservices and a leading supplier of public transit services. Thecompany's businesses operate under the brands: Laidlaw EducationServices, Greyhound Lines, Greyhound Canada and Laidlaw Transit. Thecompany's shares trade on the New York Stock Exchange (NYSE:LI). Formore information on Laidlaw International, visit the website:www.laidlaw.com.
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