LOS GATOS, Calif., Jan. 28, 2015 /PRNewswire/ -- CoSine Communications, Inc. (Other OTC: COSN) ("CoSine") announced today the intention of its wholly owned United Kingdom ("UK") subsidiary, Cedar 2015 Limited ("Cedar"), to acquire all of the issued and to be issued ordinary shares of API Group plc (LN:API) not already owned by Cedar for 60 pence (approximately $0.91) per share (the "Offer"). Cedar currently owns 24,807,203 API shares or approximately 32.3% of the outstanding shares of API. If all of the issued and to be issued shares of API not already owned by Cedar are tendered into the Offer, the aggregate price for such shares is expected to be approximately £31.4 million ($47.6 million). The consideration payable under the Offer for tendered API shares will be funded from a combination of £9.2 million (approximately $14 million) in cash contributed to Cedar by CoSine and a $37 million loan from SPH Group Holdings LLC ("SPH"), an indirect wholly owned subsidiary of Steel Partners Holdings L.P. (NYSE: SPLP) ("SPLP"), to Cedar as guaranteed by CoSine.
CoSine acquired 24,807,203 shares in API pursuant to a definitive Contribution Agreement (the "Contribution Agreement") entered into as of January 20, 2015 among CoSine, SPLP and SPH. In accordance with the Contribution Agreement, SPH contributed its (i) 24,807,203 shares in API and (ii) 445,456 shares of Nathan's Famous, Inc. (NASDAQ: NATH) to CoSine in exchange for (A) 16,500,000 newly issued shares of CoSine common stock, valued at $2.50 per share representing a premium of approximately 25.0% over CoSine's closing price of $2.00 per share on January 16, 2015 (being the last business day prior to the effectiveness of the Contribution Agreement), and (B) $12,761,000 in CoSine preferred stock (the "Contribution"). Cosine then transferred the API shares to its wholly owned subsidiary, Cedar. As a result of the Contribution, SPLP, through its wholly owned subsidiaries, now controls approximately 80.6% of CoSine's outstanding shares of common stock. The Offer, Contribution Agreement and the transactions contemplated thereby have been unanimously approved by the board of directors of CoSine and a committee formed of the independent directors of CoSine. The Offer has also been approved by the board of directors of Cedar.
On January 22, 2015, Cedar issued an announcement under Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers announcing the Offer (the "Announcement"). The Offer, which is not subject to any due diligence or any financing contingency, represents a premium of approximately 27.7% over API's closing price of 47.00 pence on January 21, 2015 (being the last business day prior to the date of the Announcement). The Offer will commence following the publication of a formal offer document to be sent to API shareholders on behalf of Cedar containing the full terms and conditions of the Offer (the "Offer Document"). The Offer Document must be published by not later than 28 calendar days following the release of the Announcement and the Offer must remain open for at least 20 US business days thereafter. The Offer is subject to customary UK conditions including the valid tender of sufficient API shares, which, when added to API shares then owned by Cedar, constitute more than 62% of the total number of outstanding API shares (or such lower percentage not being less than 50% as Cedar determines).
Cedar has received a binding commitment (referred to as an irrevocable undertaking in the UK) to accept the Offer from Wynnefield Partners Small Cap Value, L.P. in respect of approximately 14.2% of the issued and outstanding shares API. In addition, Cedar has received non-binding letters of intent to accept the offer from Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund, Ltd. in respect of approximately, in the aggregate, 15.5% of the issued and outstanding shares of API. As a result, in the aggregate, Cedar either currently owns or has received an irrevocable undertaking and non-binding letters of intent in respect of approximately 62% of the issued and outstanding shares of API.
API is a manufacturer and distributor of foils, films and laminates used to enhance the visual appeal of products and packaging, serving industrial markets in Europe, North America and Australasia from production operations in the UK and US. Head-quartered in Poynton, North West England, API's global operations employ more than 550 people in 15 locations.
About CoSine Communications
CoSine's strategic plan is to identify and acquire, or invest in, operating businesses.
CoSine's Certificate of Incorporation limits the ability of any group or person to acquire 5% or more of CoSine's common stock (subject to certain exceptions as provided in the Certificate of Incorporation).
CoSine's common stock is currently traded in the Pink Sheets under the symbol COSN.PK and its website is www.cosinecom.com
Cautionary note regarding forward-looking statements
This press release contains certain forward-looking statements with respect to the financial condition, results of operations and business of the API and certain plans and objectives of the boards of directors of Cedar, SPLP and CoSine. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of Cedar and CoSine in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this press release could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this press release. Cedar and CoSine assume no obligation to update or correct the information contained in this press release, whether as a result of new information, future events or otherwise, except to the extent legally required.
The statements contained in this press release are made as at the date of this press release, unless some other time is specified in relation to them, and issuance of this press release shall not give rise to any implication that there has been no change in the facts set out in this press release since such date. Nothing contained in this press release shall be deemed to be a forecast, projection or estimate of the future financial performance of API, Cedar, SPLP or CoSine except where expressly stated.
This press release itself is not intended to constitute an offer or solicitation to buy or exchange securities in API, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, whether pursuant to the Offer or otherwise. The Offer will be effected solely through the Offer Document, which, together with a form of acceptance (in relation to API shareholders holding shares in certificated form only) will contain the full details, terms and conditions of the Offer, including the details of how to accept the Offer. Any response to the Offer should be made only on the basis of the information contained in the Offer Document. API shareholders are urged to read the relevant Offer documents when they become available because they will contain important information that shareholders should consider before making any decision regarding tendering their shares. The Offer materials will be available for free at http://www.cosinecom.com/cedar/.
For additional information contact:
Email: [email protected]
SOURCE CoSine Communications, Inc.