Filed pursuant to Rule 425 under the
Securities Act of 1933, as amended, and
deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended.
Filed by: | DIMON Incorporated | |
Subject Company: | Standard Commercial Corporation | |
Exchange Act File Number of Subject Company: | 001-09875 |
[THE FOLLOWING IS A LIST OF TALKING POINTS SENT TO DIMON INCORPORATEDS
MANAGER-LEVEL EMPLOYEES ON NOVEMBER 8, 2004]
MANAGER TALKING POINTS FOR DISCUSSIONS WITH EMPLOYEES
Employees who report to you will likely have many questions about our merger with Standard Commercial. We are still very early in this process, and many specific questions at this time may not yet be answerable. When we have updated information, we will be sure that you are briefed accordingly. In the meantime, the following script should serve as a guideline for how to approach discussions with employees regarding our merger. You should also feel free to refer employees to the press release announcing our merger, the Employee FAQs, and the memo to employees from Brian Harker. A second Q&A is attached to assist you in orally answering additional potential questions from employees.
PLEASE NOTE: If there are questions you cannot answer, please do NOT guess or assume answers Instead, please offer to take down the question and go to your next level of management.
| Very early this morning our company announced that we have entered into an agreement to merge with Standard Commercial Corporation to form DimonStandard. We will exchange shares of DIMON stock for Standard Commercials stock. Based on closing prices for the stock of both companies on November 5, 2004, and on Standard Commercials total debt, net of cash, at June 30, 2004, the merger consideration implies an enterprise value for Standard Commercial of approximately $670 million. |
| This is an exciting and important new development for DIMON, so I wanted to take some time to give you a brief overview. |
| First and foremost, this is a merger that we believe will create a substantially stronger and more capable global tobacco leaf supplier. It helps us achieve our goal of driving profitable growth and building long-term value in a rapidly changing industry. In particular, this keeps us in step with the changes confronting our customer base. |
| We are confident that, by combining the advantages of our two well-respected companies, we will create a business that is fully in step with the evolution of our industry and our customers needs. Together, we will have expanded capabilities in value-added services, industry-leading tobacco processing capability, information |
technology advancements, new product development, global agronomic programs andmost importantlyan expanded talented workforce. |
| We will also expect to benefit through our enhanced global resources and greater financial strength. |
| The two companies share the same core values that have always guided our organization forward doing business with integrity, a strong commitment to our customers needs, being quick and responsive, and keeping our business practices at leadership levels. Indeed, at every level, your dedication and know-how will continue to be the central components of our future success, and are deeply appreciated by our management team and Board of Directors. |
| From my view, this all adds up to the combined company being better positioned to meet our industrys challenges and opportunities, and that makes for a stronger company in the long run. And that usually means opportunities for employees. |
| Until the transaction closes, we will continue to run our companies separately. DIMONs core strategies will not change. And it is vitally important that you stay focused and perform at the highest level possible. |
| Also, as the merger process progresses, both companies will be forming a joint integration team. This team will be led by and comprised of executives from both DIMON and Standard Commercial. The team will help determine the best means for achieving the mergers full potential, including areas of the business where growth opportunities can be expanded, as well as plans for continuing cost savings. |
| Now, were still very early in this process, so a number of decisions have not been made. We cant speak to how specific facilities or functions may change. But its important to know that both companies and the integration team have an overarching commitment to a balanced and fair process that is thoughtful in its approach and timetable, and takes into account input from across our businesses. We will provide you with regular updates as the process moves forward. |
| To sum up, I want to stress that weve chosen this strategy because its builds on our strengths and creates an even better company for the long-term. The best way that you can help move us forward is by continuing to demonstrate the same dedication and excellent teamwork that everybody in our group has always shown. Thanks, and do you have any questions? |
This material contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations of future events. Such statements include, but are not limited to, statements about the benefits of the merger between DIMON and Standard Commercial, including future financial and operating results, the combined companys plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based on the current beliefs and expectations of DIMONs and Standard Commercials management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections. The following factors, among others, could cause actual results to differ from those set forth
in the forward-looking statements: changes in the timing of cost savings initiatives; our ability to successfully integrate DIMONs and Standard Commercials operations; changes in the markets for the financing necessary to complete the merger; changes in the timing of anticipated shipments, changes in anticipated geographic product sourcing, political instability in sourcing locations, currency and interest rate fluctuations, shifts in the global supply and demand position for tobacco products, and the impact of regulation and litigation on the DIMONs and Standard Commercials customers. DIMON and Standard Commercial do not undertake any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. Additional factors that could cause DIMONs and Standard Commercials results to differ materially from those described in the forward-looking statements can be found in DIMONs and Standard Commercial s Annual Reports on Form 10-K for each companys fiscal year ended March 31, 2004, and other filings with the Securities and Exchange Commission (the SEC) which are available at the SECs Internet site (http://www.sec.gov).
DIMON and Standard Commercial will be filing a joint proxy statement/prospectus and other relevant documents concerning the merger with the U.S. Securities and Exchange Commission. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors, security holders, customers, employees and others will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about DIMON and Standard Commercial without charge at the SECs Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to DIMON Incorporated, 512 Bridge Street, Post Office Box 681, Danville, Virginia 23543-0681, Attention: Investor Relations, (434) 792 7511.
The respective directors and executive officers of DIMON and Standard Commercial and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding DIMONs directors and executive officers is available in its proxy statement filed with the SEC on July 13, 2004, and information regarding Standard Commercials directors and executive officers is available in its proxy statement filed with the SEC on June 23, 2004. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.