ATLANTA, Jan. 6, 2014 /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 the successful completion of
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 (the "Offer Price"), 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. The tender offer expired at
6:00 P.M., New York City time, on Friday, January 3, 2014.
The depositary for the tender offer has advised Purchaser that,
as of the expiration of the tender offer, 6,149,923 shares were
validly tendered and not withdrawn in the tender offer (excluding
shares tendered by notices of guaranteed delivery), representing
approximately 46.4% of the issued and outstanding shares, with an
additional 22,900 shares tendered under the guaranteed delivery
procedures described in the tender offer. All conditions to the
offer have been satisfied. All shares that were validly tendered
and not withdrawn have been accepted for payment in accordance with
the terms of the tender offer.
An additional 5,839,462 shares of Innotrac's common stock,
representing approximately 44.1% of the total shares outstanding,
are owned by Mr. Dorfman and certain related shareholders and will
be contributed to Parent pursuant to a Contribution and Support
Agreement in exchange for 47,883.59 preferred limited partnership
units of Parent. Immediately following the contribution
contemplated by such Contribution and Support Agreement, Parent
will contribute such shares to Purchaser as a contribution to the
capital of Purchaser. As a result of the purchase of shares in the
tender offer and the contribution of the shares held by Mr. Dorfman
and related shareholders, Purchaser and Parent will have sufficient
voting power to complete the acquisition of Innotrac through a
"short-form" merger without a vote of Innotrac's shareholders
pursuant to Section 14-2-1104(a) of the Georgia Business
Corporation Code (the "GBCC"). Purchaser and Parent expect to
complete the merger on January 6,
2014.
Following the merger, Innotrac will be a wholly-owned subsidiary
of Parent. Under the merger agreement, all remaining publicly held
shares (other than shares held in the treasury of Innotrac or owned
by Parent or Purchaser or held by shareholders who properly demand
and perfect dissenters' rights under the GBCC) will be converted
into the right to receive the same Offer Price per share in cash,
without interest and less any applicable withholding tax, that was
paid to shareholders who tendered their shares in the tender offer.
In connection with the closing of the merger, Innotrac requested
that the NASDAQ Capital Market ("NASDAQ") file a notification of
removal from listing on Form 25 with the Securities and Exchange
Commission (the "Commission") with respect to shares of Innotrac's
common stock and suspend trading of the shares on NASDAQ prior to
the opening of trading on January 7,
2014. Parent intends to cause Innotrac to file a Form 15
with the Commission to effect the termination of registration of
Innotrac's common stock under Section 12(g) of the Securities
Exchange Act of 1934, as amended.
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.
About Sterling Partners
Sterling Partners, founded in 1983, is a growth-oriented,
private equity firm. Sterling manages over $5 billion in institutional capital. Sterling's
investment approach is centered on INSPIRED GROWTH™, a philosophy
of buying differentiated businesses and growing them in inspired
ways. Sterling focuses on investing growth capital in small and
mid-market companies in industries with positive, long-term trends,
including education, healthcare, and business services. Sterling
provides valuable support to the management teams of the companies
in which the firm invests through a deep and dedicated team of
operations and functional experts based in the firm's offices in
Chicago, Baltimore, and Miami.
Contact
Steve
Keaveney
Chief Financial Officer of Innotrac
678-584-4020
skeaveney@innotrac.com
SOURCE Innotrac Corporation