ATLANTA, Dec. 5, 2013 /PRNewswire/ -- Innotrac
Corporation (NASDAQ: INOC) ("Innotrac"), Blue Eagle Holdings, L.P.
("Parent"), and Blue Eagle Acquisition Sub, Inc., a wholly-owned
subsidiary of Parent ("Purchaser"), today announced that, on
December 4, 2013, Purchaser commenced
the previously-announced cash tender offer for all of the
outstanding shares of common stock of Innotrac at a price per share
of $8.20, net to the seller in cash,
without interest and less any applicable withholding tax.
Parent and Purchaser are affiliates of private equity firm
Sterling Partners.
On November 14, 2013, Innotrac announced that it 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
the conditions to the tender offer, Purchaser will merge with and
into Innotrac, and all of the then outstanding shares of Innotrac's
common stock (other than shares held by Innotrac, Parent, their
respective wholly owned subsidiaries, or Innotrac's shareholders
that validly exercise dissenters' rights
under Georgia law with respect to such shares) will be
automatically converted into the right to receive cash equal to the
$8.20 offer price per share,
without interest and less any applicable withholding tax.
As previously announced, Scott D.
Dorfman, Innotrac's founder, Chairman, Chief Executive and
largest shareholder, has entered into a contribution and support
agreement pursuant to which he and related shareholders have agreed
not to tender any of their shares in the tender offer and,
following the completion of the tender offer, will contribute all
of their shares, representing approximately 44% of Innotrac's
outstanding common stock, to Parent in exchange for Parent equity
interests. Upon the closing of the transaction, Mr. Dorfman
and the related shareholders will be paid at the offer price for
Parent equity interests that correspond to approximately 70% of
their Innotrac holdings, and will then beneficially own
approximately 19.5% of the fully-diluted equity interests of
Parent. Mr. Dorfman and the Innotrac management team will
continue their leadership of the Company after the transaction is
closed.
Upon the unanimous recommendation of a special committee of the
board of directors of Innotrac comprised solely of independent
directors, Innotrac's board of directors unanimously (other than
Mr. Dorfman, who abstained) approved the merger agreement and the
transactions contemplated thereby, including the tender offer. The
board of directors of Innotrac has recommended that Innotrac's
shareholders tender their shares in the tender offer.
On December 4, 2013, Parent,
Purchaser and certain Sterling entities filed with the Securities
and Exchange Commission (the "SEC") 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, Innotrac filed with the SEC a
solicitation/recommendation statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of
Innotrac's board of directors that Innotrac's shareholders tender
their shares in the tender offer.
The completion of the tender offer is conditioned upon Innotrac
shareholders tendering a number of shares that, together with the
shares being contributed by Mr. Dorfman and the related
shareholders to Parent, represents at least a majority of the
shares of Innotrac common stock on a fully-diluted basis. It
is also conditioned upon the tender of a majority of the shares, on
a fully-diluted basis, not beneficially owned by Mr. Dorfman.
In addition, the tender offer is conditioned upon the
approval of the court overseeing the receivership that is
Innotrac's second largest shareholder. Further, the
transaction is subject to other customary closing conditions,
including expiration or termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act, the
absence of a material adverse effect on Innotrac and securing
required consents. There are no financing contingencies.
The tender offer is scheduled to expire at 6:00 p.m., New York City time, on
Friday, January 3, 2014, unless the
offer is extended in accordance with its terms.
About Innotrac
Innotrac Corporation, founded in 1984 and based near
Atlanta, Georgia, is a
best-in-class commerce provider integrating digital technology,
fulfillment, contact center and business intelligence solutions to
support global brands. Innotrac's fulfillment, order
management and contact center solutions are integrated with all
major web platforms, and seamlessly integrate with any required
partner technologies. Innotrac employs sophisticated order
processing and warehouse management technology and operates eight
fulfillment centers and one call center spanning all time zones
across the continental United States. Innotrac Europe GmbH
has a network of fulfillment centers, call centers, and returns
processing facilities with operations in the UK, Germany, France, Denmark, Sweden, Poland, Austria, Italy, Switzerland, Ireland, Spain and the
Netherlands. Connect with Innotrac
www.innotrac.com or http://www.linkedin.com/company/innotrac.
Forward-Looking Statements
This news release contains certain forward looking statements
that involve a number of risks and uncertainties. These forward
looking statements may be identified by words such as "expect,"
"anticipate," "estimate," "plan," "will," "would," "should,"
"forecast," "believe," "guidance," "projection" or similar
expressions, but these words are not the exclusive means for
identifying such statements. A number of risks, uncertainties and
other important factors could cause actual results, performance and
achievements to differ materially from those expressed in, or
implied by, the forward-looking statements, including, without
limitation, uncertainties as to the timing of the tender offer and
merger; uncertainties as to how many Innotrac shareholders
will tender their stock in the offer; the risk that competing
offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transaction; any
conditions imposed by governmental or regulatory authorities in
connection with consummation of the tender offer and the merger;
satisfaction of various other conditions to the completion of the
tender offer and the merger contemplated by the merger agreement;
and the risk factors set forth from time to time in Innotrac's SEC
filings, including the disclosures under "Risk Factors" in those
filings. Except as expressly required by the federal securities
laws, none of Parent, Purchaser or Innotrac undertakes any
obligation to update or revise any forward-looking statements,
whether as a result of new information, changed circumstances or
future events or for any other reason.
Important Additional Information
This communication is neither an offer to purchase nor a
solicitation of an offer to sell any shares. The tender offer is
not being made to, nor will tenders be accepted from, or on behalf
of, holders of shares in any jurisdiction in which the making of
the tender offer or the acceptance thereof would not comply with
the laws of that jurisdiction. On December 4, 2013, Parent,
Purchaser and certain other Sterling entities filed with the
SEC a tender offer statement on Schedule TO and related exhibits,
including an offer to purchase, a letter of transmittal and other
related documents. The offer to purchase shares of Innotrac
common stock is only being made pursuant to the offer to purchase,
the letter of transmittal and related documents filed with the
Schedule TO. In addition, Innotrac filed with the SEC a
solicitation/recommendation statement on Schedule 14D-9.
Further, Parent, Purchaser, the Sterling entities, Innotrac
and Mr. Dorfman also filed a Transaction Statement on Schedule
13E-3 on December 4, 2013.
INNOTRAC SHAREHOLDERS ARE ADVISED TO READ THESE MATERIALS, AS THEY
MAY BE AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ PRIOR TO MAKING A
DECISION TO TENDER SHARES. Shareholders of Innotrac may
obtain free copies of these documents and other documents filed by
Innotrac, Parent, Purchaser and/or the other filers mentioned above
with the SEC at the website maintained by the SEC
at www.sec.gov. In addition, shareholders of Innotrac may
obtain copies of these documents from MacKenzie Partners, Inc., the
information agent for the tender offer, at (800) 322-2885
(toll-free) or via email at tenderoffer@mackenziepartners.com.
Contact
Steve Keaveney
Chief Financial Officer
678-584-4020
skeaveney@innotrac.com
SOURCE Innotrac Corporation