Southwire Company Commences Previously Announced Tender Offer for All Outstanding Shares of Coleman Cable, Inc. Offer Made at Announced Price of $26.25 per Share in Cash Scheduled to Expire at Midnight, New York City Time, on February 3, 2014
CARROLLTON, Ga. and WAUKEGAN, Ill., Jan. 6, 2014 /PRNewswire/ -- Southwire Company ("Southwire") and Coleman Cable, Inc. (NASDAQ: CCIX) ("Coleman") today announced that Cubs Acquisition Corporation, a wholly owned subsidiary of Southwire ("Purchaser"), has commenced the previously announced tender offer for all of the outstanding shares of common stock of Coleman at a price of $26.25 per share, net to the seller in cash, without interest, less any applicable withholding taxes.
On December 20, 2013, Southwire and Coleman announced that Southwire, Purchaser and Coleman had entered into a definitive merger agreement pursuant to which the tender offer would be made. Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into Coleman and, at the effective time of the merger, all outstanding shares of Coleman's common stock, other than (i) shares owned by Southwire, Purchaser, Coleman or any of their respective direct or indirect wholly-owned subsidiaries and (ii) shares owned by stockholders who have properly demanded and not withdrawn or lost their right to appraisal pursuant to the applicable provisions of Delaware law with respect to such shares, will be automatically cancelled and converted into the right to receive an amount in cash equal to the $26.25 offer price per share, without interest, less any applicable withholding taxes. After careful consideration, the board of directors of Coleman unanimously approved the merger agreement and the transactions contemplated thereby. Accordingly, the board of directors of Coleman unanimously recommends that Coleman's stockholders tender their shares into the tender offer.
Southwire and Purchaser are filing with the Securities and Exchange Commission (the "SEC") today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms and conditions of the tender offer. Additionally, Coleman will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of Coleman's board of directors that Coleman's stockholders tender their shares into the tender offer.
The completion of the tender offer is conditioned upon the satisfaction or waiver of certain conditions, including, among other things, the tender of a majority of the outstanding shares of Coleman's common stock and the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The tender offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, on February 3, 2014 (one minute after 11:59 P.M., New York City Time, on February 3, 2014), unless extended or earlier terminated in accordance with the terms of the merger agreement.
About Southwire Company
A leader in technology and innovation, Southwire Company is one of North America's largest wire and cable producers. Southwire and its subsidiaries manufacture building wire and cable, metal-clad (MC) cable, cord products (including Tappan™ sound, security, and communication cables through Tappan Wire & Cable Inc.), utility cable products, industrial power cable, OEM wire products, SCR® copper and aluminum rod, and continuous casting technology. Southwire also supplies MAXIS® Contractor Equipment and Southwire™ Electrician's Tools to the commercial, industrial, retail, electrical wholesale outlet and utility construction markets. To learn more about Southwire's products, community involvement, and its vision for a sustainable Southwire, please visit Southwire on the web at www.southwire.com.
About Coleman Cable, Inc.
Coleman Cable, Inc. is a leading manufacturer and innovator of electrical and electronic wire and cable products for residential and commercial construction, industrial, OEM, and consumer applications, with operations in the United States, Honduras, and Canada. The Company's broad product offering enables it to provide its customers a single source for many of their wire and cable requirements. It manufactures the majority of its products in nine domestic production facilities and sells products to more than 8,000 active customers in a wide variety of end markets. It operates three segments: Distribution, OEM, and Engineered Solutions. For more information, visit www.colemancable.com.
Forward Looking Statements
This press release includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Southwire and Coleman and members of their respective senior management teams. Forward-looking statements include, without limitation, statements regarding business combination and similar transactions, prospective performance, future plans, events, expectations, performance, objectives and opportunities and the outlook for the companies' businesses, including, without limitation, the ability to achieve any particular result with respect to any businesses or products; filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; the availability of financing to consummate the transaction; and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the completion of the tender offer and merger; uncertainties as to how many of Coleman's stockholders will tender their stock in the offer; the possibility that various closing conditions for the transaction may not be satisfied or waived, including with respect to regulatory approvals; the effects of the transaction on relationships with employees, customers, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of Southwire's and Coleman's control; transaction costs; actual or contingent liabilities; and other risks and uncertainties detailed from time to time in documents filed with the Securities and Exchange Commission ("SEC") by Coleman, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by Coleman and the tender offer documents to be filed by Southwire. Southwire and Coleman assume no obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All of the materials related to the offer (and all other offer documents filed with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by Coleman at www.colemancable.com.
Additional Information and Where to Find it
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Coleman. The solicitation and the offer to purchase shares of Coleman's common stock described in this press release will be made only pursuant to the offer to purchase and related materials that Southwire will file on Schedule TO with the SEC. In addition, Coleman will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC, and Southwire and Coleman may file other relevant materials in connection with the proposed acquisition of Coleman by Southwire. COLEMAN'S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.
Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed with the SEC by the parties (when available), at the SEC's web site at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by Coleman at www.colemancable.com.
SOURCE Southwire Company