A crowd in the hot-tub…
In January 2006, Jacuzzi Brands (JJZ) filed a proxy which raised some interesting questions that we footnoted here. On Friday, when Jacuzzi, which is set to be taken private by Apollo Management for $1.25 billion at the end of the month, filed this merger proxy, we got some of the back-story that answered some of those questions. Readers may remember that Jacuzzi’s largest investor, Southeastern Asset Management filed this 13-D expressing their displeasure with the deal, which will give Jacuzzi shareholders $12.50 a share.
Of particular interest in Friday’s filing was the lengthy background of the merger which recounted how the company has effectively been on the market since early 2005 and that early on, the company initially attracted eight prospective buyers, including Apollo and that the field eventually expanded to 13 prospective buyers, which makes for a pretty crowded hot tub. Some of the prospective buyers were only interested in the Jacuzzi Bath part of the company, with most of the bids in the $500 million to $650 million range. While the company never names the other companies (anyone care to fill in some of the blanks?), it does provide details on the various stages of negotiation and has to be one of the longer histories out there. In the end, the company says, Apollo was the only one left in the hot tub.
Also interesting in the filing was the disclosure of how much several top Jacuzzi executives — and directors — will make as a result of the deal. Director Thomas Waldin is set to collect over $8 million from stock, as well as restricted shares and options. Meanwhile, Alex Marini, a longtime executive who was named CEO in August and who Southeastern thought could rebuild the company, is set to receive $4.2 million from his stock and options. It remains to be seen what Southeastern will do. In the October filing, they said they were waiting for the merger proxy to make up their mind.