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Bosch Merges
with Telex

Telex Communications Holdings has signed a definitive merger agreement with a wholly owned subsidiary of Robert Bosch. Bosch will acquire Telex for an $420 million, including the assumption of Telex indebtedness, subject to certain post closing adjustments.

The purchase price will represent per-share merger consideration to stockholders equal to at least $24 per share of Telex common stock, subject to adjustments that, together with certain additional contingent payments over several years, could result in aggregate consideration to stockholders of $29 per share. The merger agreement also provides for the satisfaction and discharge of the publicly held indebtedness of Telex and its affiliated companies.

Upon closing of the merger, the surviving company’s name will be Telex Communications Holdings, with headquarters to remain in Minneapolis, Minn.
In fiscal 2005, Telex generated sales of $308 million with nearly 2,000 employees at 14 locations in nine countries. The company is home to brands such as Electro-Voice, Dynacord, Midas, Klark Teknik, Telex and RTS.

If the merger is consummated, Telex will be assigned to and come under the leadership of the Bosch Security Systems division. “With the acquisition of Telex, Bosch Security Systems can significantly expand its communications systems product offerings and penetrate the professional audio equipment market," said Peter Marks, Bosch board member. "The strength of the Telex distribution network will enhance our worldwide market position as a provider of comprehensive security and communications systems. At the same time, we expect to obtain a leading position in the American market.”

The transaction is subject to regulatory approvals, as well as other customary conditions. Parties expect to be in a position to close the transaction in the third quarter of this year.;