IEC Electronics Corp. (NASDAQ: IEC) (“IEC”) and Creation
Technologies Inc. (“Creation”) today jointly announced that CTI
Acquisition Corp. (“Merger Sub”), an entity controlled by Creation,
had extended the offering period of the previously commenced cash
tender offer by Merger Sub to purchase all of the issued and
outstanding shares of common stock of IEC to 5:00 p.m., New York
City time, on October 4, 2021, unless further extended. The tender
offer was previously scheduled to expire at 5:00 p.m., New York
City time, on September 30, 2021.
As contemplated by the terms of the merger agreement, Creation
has elected to extend the offering period to complete the financing
of the transaction. Computershare Trust Company, N.A., the
depositary for the tender offer, has advised Creation that, as of
5:00 p.m., New York City time, on September 30, 2021, 7,483,017
shares of common stock of IEC, representing approximately 70.1% of
the issued and outstanding IEC shares, were tendered pursuant to
the tender offer. Stockholders who have already tendered their
shares of common stock of IEC do not have
to re-tender their shares or take any other actions as a
result of the extension of the expiration of the tender offer.
Creation expects the tender offer will be consummated promptly
following the expiration of the offering period (as hereby
extended), subject to the satisfaction or waiver of the remaining
conditions to the consummation of the tender offer set forth in the
merger agreement.
D.F. King & Co., Inc. is the Information Agent for the
tender offer and any questions or requests for the Offer to
Purchase and related materials with respect to the tender offer may
be directed to them by telephone, toll-free,
at (800) 848-2998, if a stockholder, or by calling (212)
269-5550, if a bank or broker.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering, solicitation or sale would be unlawful.
About IEC Electronics
IEC Electronics is a provider of electronic manufacturing
services (“EMS”) to advanced technology companies that produce
life-saving and mission critical products for the medical,
industrial, and aerospace and defense sectors. The Company
specializes in delivering technical solutions for the custom
manufacture of complex full system assemblies by
providing on-site analytical testing laboratories, custom
design and test engineering services combined with a broad array of
manufacturing services encompassing electronics, interconnect
solutions and precision metalworking. As a full service EMS
provider, IEC holds all appropriate certifications for the market
sectors it supports including ISO 9001:2015, AS9100D, ISO 13485 and
is Nadcap accredited. IEC Electronics is headquartered in Newark,
NY and also has operations in Rochester, NY and Albuquerque, NM.
Additional information about IEC can be found on its web site
at www.iec-electronics.com.
About Creation Technologies
Creation provides total product lifecycle solutions including
turnkey design, rapid prototyping, manufacturing and fulfillment to
its customers around the world. Since 1991, Creation has been
focused on making it easy for OEMs to ‘say yes’ to their customers.
The company of approximately 3,100 people operates ten
manufacturing locations, two design centers and a rapid prototyping
center in the U.S., Canada, Mexico and China. Its OEM customers are
in the Aerospace & Defense, Medical and Tech Industrials
markets. Additional information about Creation can be found on its
web site at www.creationtech.com.
Additional Information and Where To Find
ItImportant Additional Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sell common stock of IEC or any other
securities. This communication is for informational purposes only.
The tender offer transaction that commenced on August 26, 2021 by
affiliates of Creation is being made pursuant to a Tender Offer
Statement on Schedule TO (including the Offer to Purchase, a
related Letter of Transmittal and other offer materials) filed by
such affiliates of Creation with the U.S. Securities and Exchange
Commissions (“SEC”). In addition, IEC filed a related
Solicitation/Recommendation Statement
on Schedule 14D-9 with the SEC. The offer to
purchase shares of IEC’s common stock is only being made pursuant
to the Offer to Purchase, the Letter of Transmittal and related
offer materials filed as a part of the Tender Offer Statement on
Schedule TO, in each case as amended from time to time. THE
TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE
RELATED LETTER OF TRANSMITTAL AND OTHER MATERIALS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT
ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION.
PRIOR TO MAKING ANY DECISION REGARDING THE TENDER OFFER, IEC
STOCKHOLDERS ARE STRONGLY ADVISED TO CAREFULLY READ THE TENDER
OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE OFFER TO
PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
MATERIALS) AND THE RELATED SOLICITATION/ RECOMMENDATION STATEMENT
ON SCHEDULE 14D-9, AS FILED AND AS MAY BE AMENDED
FROM TIME TO TIME. IEC stockholders may obtain the Tender Offer
Statement on Schedule TO (including the Offer to Purchase, the
related Letter of Transmittal and other offer materials) and the
related Solicitation/Recommendation Statement
on Schedule 14D-9 at no charge on the SEC’s website
at www.sec.gov. In addition, the Tender Offer Statement on
Schedule TO (including the Offer to Purchase, the related
Letter of Transmittal and other offer materials) and the related
Solicitation/Recommendation Statement
on Schedule 14D-9 may be obtained free of charge
from the information agent for the tender offer, D.F. King &
Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005,
Telephone Number (800) 848-2998, if a stockholder, by
(212) 269-5550, if a bank or broker.
Cautionary Statement Regarding Forward-Looking
Statements
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. In
some cases, you can identify forward-looking statements by terms
such as “may,” “will,” “should,” “expects,” “believes,” or other
similar words or phrases. These forward-looking statements include,
but are not limited to, statements regarding the expected timing of
the closing of the transaction, the ability to satisfy closing
conditions, the development of any alternative acquisition
proposals, including any superior proposal, the approval or
completion of the transaction or any other transaction, and all
statements that are not based on historical fact. The ultimate
correctness of these forward-looking statements is dependent upon a
number of known and unknown risks and events and is subject to
various uncertainties and other factors that may cause the actual
results, performance or achievements of IEC or Creation to be
materially different from any future results, performance or
achievements expressed or implied by these forward-looking
statements. The following important factors, among others, could
affect future results and events, causing those results and events
to differ materially from those views expressed or implied in the
forward-looking statements: the risk that the conditions to the
closing of the transaction are not satisfied, including the risk
that a sufficient number of IEC’s stockholders do not participate
in the transaction; the risk that the merger agreement for the
transaction may be terminated; potential litigation relating to the
transaction; the failure to satisfy other conditions to completion
of the transaction; the failure of Creation to consummate the
necessary financing arrangements; risks that the tender offer and
related transactions disrupt current plans and operations and the
potential difficulties in employee retention as a result of the
proposed transactions; the effects of local and national economic,
credit and capital market conditions on the economy in general;
uncertainties as to the timing of the consummation of the
transaction and the ability of each party to consummate the
transaction. For a further list and description of various risks,
relevant factors and uncertainties that could cause future results
or events to differ materially from those expressed or implied in
our forward-looking statements, see IEC’s Annual Report on
Form 10-K, its Quarterly Reports on
Form 10-Q and its other filings with the Securities and
Exchange Commission.
All forward-looking statements included in this release are made
only as of the date indicated or as of the date of this release.
Neither IEC nor Creation undertake any obligation to update or
revise any forward-looking statements to reflect events or
circumstances that subsequently occur or which we hereafter become
aware of, except as required by law. These forward-looking
statements should not be relied upon as representing IEC’s view or
Creation’s view as of any date subsequent to the date of this press
release.
|
IEC
Contact: |
Thomas L. Barbato |
Senior Vice President and
Chief Financial Officer |
IEC Electronics Corp. |
(315) 332-4493 |
tbarbato@iec-electronics.com |
|
Agency
Contact: |
John Nesbett/Jennifer
Belodeau |
IMS Investor Relations |
(203) 972-9200 |
jnesbett@institutionalms.com |
|
Creation
Contact:Craig ConradVice President Marketing and
CommunicationsCreation Technologies Inc.(508)
446-3492craig.conrad@creationtech.com |
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