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Newswires are burning up this morning with articles regarding a business transaction between UCS and R+R. Some say they are merging together, some say an investment company bought both and are merging them together, and some say UCS has bought R+R.

Anyone hearing anything from their UCS or R+R reps as to what is the story?

Matt,

I called my UCS rep a few minutes ago when I heard, he found out about in on the news. Evidently, their managers don't even know yet, but they have a conference call this afternoon about which this merger is undoubtably the topic.

From what I've read, it seems that UCS is buying Reynolds, but they will use the Reynolds brand name and discontinue the UCS brand.

I have a feeling we will know much more tomorrow.

[This message has been edited by Rick in DC (edited 08-08-2006).]

Is UCS also being bought out by the private equity groups or are the private equity people merely financing a UCS takeover of Reynolds?

Since UCS is a private company, it's hard to follow the money in the transaction except for the $2.8 billion going to Reynolds shareholders.

Our sources are telling us this is a Brockman led takeover. He is one of the investors in this deal. Sounds a bit like the Chrysler / Diamler 'merger' of years ago that led to DaimlerChrysler...and we know what that really was...not a merger of equals.

Our UCS rep is telling us that UCS has bought R+R and although the name R+R will be the name of the company, it will be led by UCS and their financial investors. Wow!

UCS is buying R&R. The price is $2.8 Billion. It is being underwritten by 4 investment banking houses. The offer is for $40/share of REY stock. Finbar is solidly behind this deal. The shareholders will be meeting in the 4th quarter to approve or disapprove of the deal. Brockman will be the Chairman of the Board. The company will be based in Dayton. The UCS system will still be sold and developed further but will be under the RR banner.

I'd be firmly behind it as well if I was granted 145,000 shares of R+R stock as part of my employment package. If I do my math right, that translates to a cool $5,800,000 at $40 a share (before taxes of course).

Last October Reynolds + Reynolds (REY)was trading at $24.72.
UCS is paying $40.
Over 60% premium based on 52 week low.
Take the money and run.
Should have bought last October. Hindsight is 20/20.
Any question as to why REY management accepted this offer?


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Have a tremendous day
Bob Britting

[This message has been edited by JustBob (edited 08-11-2006).]

Finn O'Neill will end up as CEO of the combined companies.

Mike:

You are correct that Fin will be the CEO of Reynolds but the CEO of the company that will now own Reynolds will be Bob Brockman according to the 8K form posted on Reynolds website. This is my interpretation. You might want to take a look at it.

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Frank Burrows
fburrows@absdata.com