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Trinity Industries (TRN) Agrees to Acquire Quixote (QUIX) for $6.38/Share in Cash, Deal Valued at $61M

December 30, 2009 4:20 PM EST
Trinity Industries, Inc. (NYSE: TRN) and Quixote Corporation (NASDAQ: QUIX) today announced that they have reached a definitive agreement for Trinity to acquire the outstanding common shares and equivalents of Quixote for cash of $6.38 per share, or approximately $61 million. Trinity will fund the acquisition from available cash on hand, which totaled $545 million at September 30, 2009.

Quixote, through its subsidiaries, is a leading developer and manufacturer of highway products designed to protect and direct motorists. Quixote will be combined with Trinity's Construction Products businesses.

The acquisition will be accomplished through a tender offer for Quixote's common shares by a wholly-owned subsidiary of Trinity, THP Merger Co., and is expected to close in the first quarter of 2010. The tender offer is conditioned on the successful tender of at least 60% of Quixote's total outstanding shares of common stock calculated on a fully diluted basis, as well as the satisfaction of other customary closing conditions. The transaction has been unanimously approved by Quixote's Board of Directors.

"We are pleased to announce the agreement to acquire Quixote and look forward to integrating its businesses into our multi-industry portfolio," said Timothy R. Wallace, Trinity's Chairman, Chief Executive Officer, and President. "We have admired Quixote's line of innovative products and global reach. This acquisition will further expand our international market penetration in the highway products business through Quixote's existing customer relationships."

This acquisition provides numerous integration opportunities benefiting the combined entity and its customers. Upon completion of the integration and combination of the businesses, Trinity will have the opportunity to offer its domestic and international customers a broad range of highway products. The combination of Trinity's and Quixote's research and development efforts will provide customers with continuing advancement in highway products.

"This transaction will benefit both companies' customers as the combination of our product lines will provide a more robust offering of highway safety products from a single source," said Bruce Reimer, Quixote's Chief Executive Officer and President. "Trinity is a well-respected multi-industry company, and we are pleased that Quixote will become an important addition to their portfolio of businesses."

BofA Merrill Lynch is acting as financial advisor to Trinity, and Morgan Keegan & Company, Inc. is acting as financial advisor to Quixote, in connection with this transaction.

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