Remy International, Inc. Launches Preferred Stock Exchange Offering
PENDLETON, Ind., Sept. 29 /PRNewswire/ -- Remy International, Inc., a leading worldwide manufacturer, remanufacturer, and distributor of heavy duty systems, starters and alternators, locomotive products and hybrid/electric motors, announced today that it is offering to exchange newly-issued shares of its Common Stock for any and all outstanding shares of Series A Preferred Stock and Series B Preferred Stock (the "Exchange Offer") and seeking consents to amend the Certificate of Designation for both series of Preferred (the "Consent Solicitation"). Each share of Preferred Stock will be exchanged for Common Stock in an amount equal to the liquidation preference of $1,000 per share, plus all accrued and unpaid dividends, up through the settlement date, anticipated to be October 29, 2010. The newly-issued shares of Common Stock, in exchange for the Preferred, are valued at $9.00 per share, and if all shares of Preferred Stock are exchanged on the settlement date, Remy will issue approximately 18,016,824 new shares of Common Stock, or 207.09 shares of Common Stock for each share of Preferred Stock. Prior to launching the Exchange Offer, Remy entered into an agreement with two of its Preferred Holders, Ore Hill Hub Fund Ltd. ("Ore Hill") and Fidelity National Special Opportunities Inc. ("Fidelity"), which represent approximately 84% of the outstanding Preferred Stock, to exchange their Preferred Stock for Common under the terms of the Exchange Offer and consent to amend the respective Series A and Series B designations to, among other amendments, make the Preferred Stock callable after December 1, 2010 pursuant to the terms of the Consent Solicitation. The Offering is subject to additional terms and conditions as set forth in the Exchange Offer and Consent Solicitation Statement mailed today to the Preferred Shareholders. The Exchange Offer requires approval by consent of 66 2/3% of the Company's Common Stockholders, which will be solicited through a Shareholder Consent, which will also amend the Company's Restated Certificate of Incorporation.
Preferred Shareholders may request copies of the Exchange Offer and Consent Solicitation from the Information Agent, Phoenix Advisory Partners, tollfree at (800) 5764314 or by mail from the Company, c/o Fred Knechtel, Senior Vice President, Chief Financial Officer, and Corporate Treasurer, 600 Corporation Drive, Pendleton, IN 46064.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company.
About Remy International, Inc.
Remy International, Inc., headquartered in Pendleton, Indiana, is a leading global manufacturer, remanufacturer and distributor of light duty starters and alternators and Delco Remy brand heavy-duty systems. Remy International also manufactures and distributes electric propulsion motors designed with leading edge technology and backed by the security of over a billion miles of proven reliability. In business for over 100 years, today Remy International is actively collaborating with companies throughout the world to develop innovations that are transforming the vehicle industry. Recently, Remy International was recognized by the United States Department of Energy for its leadership role in the hybrid technologies space and awarded a $60 million grant under the Electric Drive Vehicle Battery and Component Manufacturing Initiative.
To learn more, visit the Remy brand website at www.remyinc.com
This press announcement contains forecasts, projections, expectations, or opportunities regarding Remy that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from anticipated results, including, but not limited to, future financial results and liquidity, development of new products and services, the effect of competitive products or pricing, the effect of commodity and raw material prices, the impact of supply chain cost management initiatives, restructuring risks, customs duty claims, litigation uncertainties and warranty claims, conditions in the automotive industry, foreign currency fluctuations, costs related to re-sourcing and outsourcing products, the effect of economic conditions, and other factors identified in Remy International statements.
SOURCE Remy International, Inc.
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