Valmont Industries, Inc. Announces Early Results and Pricing of its Previously Announced Cash Tender Offer

OMAHA, Neb., Sept. 22, 2014 /PRNewswire/ -- Valmont Industries, Inc. (NYSE: VMI), a leading global provider of engineered products and services for infrastructure and mechanized irrigation equipment for agriculture, announced today that as of 5:00 p.m., New York City time, on September 19, 2014 (the "Early Tender Date"), it had received tenders for an aggregate principal amount of approximately $301 million of its outstanding 6.625% Senior Notes due 2020 (the "Notes") in its previously announced cash Tender Offer (the "Tender Offer").  Because the aggregate principal amount of Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer exceeds the Maximum Tender Amount, as defined in Valmont's Offer to Purchase dated September 8, 2014 (the "Offer to Purchase"), the Notes accepted for purchase are subject to proration based on the terms described in the Offer to Purchase.  As a result, Valmont has accepted for purchase $199.8 million aggregate principal amount of the Notes.

Holders of Notes accepted for purchase will be eligible to receive the "Total Consideration" specified in the table below, which includes the Early Tender Premium (as defined in the Offer to Purchase).  In addition to the Total Consideration, Holders of Notes accepted for purchase will receive Accrued Interest (as defined in the Offer to Purchase) on those Notes from the last interest payment date, but not including the Settlement Date (as defined in the Offer to Purchase).  The Settlement Date for Notes validly tendered prior to the Early Tender Date is expected to be September 22, 2014.

The withdrawal deadline of 5:00 p.m., New York City time, on September 19, 2014 has passed and has not been extended.  Furthermore, since the Tender Offer was fully subscribed as of the Early Tender Date, Holders of Notes who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase.  Valmont is not increasing the Maximum Tender Amount.

BofA Merrill Lynch and J.P. Morgan Securities LLC are acting as dealer managers for the Tender Offer.  The information agent and tender agent is D.F. King & Co., Inc.  Copies of the Offer to Purchase, Letter of Transmittal and related Tender Offer materials are available by contacting D.F. King & Co., Inc. at (800) 758-5378 (toll-free) or (212) 269-5550 (collect).  Questions regarding the Tender Offer should be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4811 (collect).

This release is for informational purposes only and does not constitute an offer to sell or an offer to purchase, or the solicitation of an offer to sell or an Offer to Purchase, or a solicitation of the Notes or any other securities, nor shall there be any sale of securities mentioned in this press release in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  The Tender Offer is not being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction.  In any jurisdiction in which the Tender Offer is required to be made by a licensed broker or dealer, it shall be deemed to be made by the dealer managers or any other licensed broker or dealer on behalf of Valmont.

About Valmont

Valmont is a global leader, designing and manufacturing highly engineered products that support global infrastructure development and agricultural productivity. Its products for infrastructure serve highway, transportation, wireless communication, electric transmission, and industrial construction and energy markets. Its mechanized irrigation equipment for large scale agriculture improves farm productivity while conserving fresh water resources. In addition, Valmont provides coatings services that protect against corrosion and improve the service lives of steel and other metal products.

Forward-Looking Statements

Certain information contained in this press release may include forward-looking statements, including, but not limited to, statements that are considered "forward-looking statements" within the meaning of United States securities laws, as well as statements regarding the tender offer. Any statements contained in or incorporated by reference into this press release that are not statements of historical fact should be considered forward-looking statements.  These statements are often identified by the use of words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "should," "estimate" or "continue," and similar expressions or variations. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Actual results could be affected by the factors discussed or referenced in our annual report on Form 10-K for the year ended December 28, 2013 filed with the SEC, under the heading "Risk Factors" and elsewhere, and any subsequent periodic or current reports filed by us with the SEC.  Forward-looking statements speak only as of the date of this press release.  We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

SOURCE Valmont Industries, Inc.