MIT Capital Inc. Commences Tender Offer For All Outstanding Shares Of Meade Instruments Corp -- Previously-Announced Offer Price of $3.65 Per Share in Cash --
SAN JOSE, Calif., June 21, 2013 /PRNewswire/ -- VictoryOne Inc., a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of MIT Capital Inc. ("Parent"), a California corporation, (together "Parent" and "Purchaser" referred to herein as "MITC"), today commences the purchase of all outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Meade Instruments Corp., a Delaware corporation ("Meade"), at a purchase price of $3.65 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 20, 2013 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the "Offer").
The tender offer and withdrawal rights are scheduled to expire at 12:00 Midnight, New York City time, on Friday, July 19, 2013, unless extended or earlier terminated in accordance with the terms of the merger agreement.
Today, MITC is filing with the Securities and Exchange Commission (the "SEC") a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the offer.
Copies of the offer to purchase, letter of transmittal and other related material are available free of charge from VStock Transfer, LLC, the information agent for the tender offer (212) 828-8436 (banks and brokerage firms) or (855) 987-8625 (all others).
About MIT Capital
MITC and its affiliates sell, manufacturer, and distribute laser and optics products, data logger, and other instruments globally and in emerging markets. Led by the award-winning entrepreneur and well established business leader Jason Tian, MITC and its affiliates have extensive sales and distribution channels, financial resources, manufacturing facilities and expansion capabilities, and a deep management team focused on developing technologies and products marketable and desired by their customers.
Important Additional Information
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of common stock of Meade. The offer to buy securities of Meade described in this press release will be made only pursuant to the offer to purchase and related materials that MITC has filed on Schedule TO with the SEC. Investors and stockholders may obtain free copies of the Schedule TO which may be amended or supplemented from time to time, and other documents filed by the parties (when available), at the SEC's Web site at www.sec.gov or by directing such requests to VStock Transfer, LLC, the information agent for the tender offer: (212) 828-8436 (banks and brokerage firms) or (855) 987-8625 (all others).
Cautionary Statement Concerning Forward-Looking Statements
The information contained in this press release is as of June 21, 2013. MITC assumes no obligation to update any forward-looking statements contained in this press release as a result of new information or future events or developments.
Statements in this press release that relate to future results and events are forward-looking statements made within the meaning of Section 21E of the Securities Exchange Act of 1934 based on MITC's and Meade's current expectations regarding the proposed transaction. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. Such forward-looking statements include, but are not limited to, statements about expectations of a potential transaction involving MITC and Meade, including satisfaction of conditions, future financial and operating results, MITC's plans, objectives, expectations (financial or otherwise) and intentions relating to the potential transaction and other statements that are not historical facts. There can be no assurances that a transaction will be consummated. Other risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the transaction may not be timely completed, if at all; that, prior to the completion of the transaction, if at all, MITC's business may experience significant disruptions due to transaction-related uncertainty or other factors that the parties are unable to successfully implement integration strategies; and other risks that are described in Meade's Form 10-K and in its subsequently filed SEC reports. MITC does not undertake any obligation to update these forward-looking statements except to the extent otherwise required by law. Nothing herein shall be deemed to be a forecast, projection or estimate of the future financial performance of MITC, Meade or the combined entity following the completion of the tender offer.
MIT Capital Inc.
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TerraNova Capital Partners
SOURCE MIT Capital Inc.