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have properly demanded and not withdrawn or lost their right to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