KSW, Inc. (NASDAQ: KSW) ("KSW"), a provider of heating, ventilating
and air conditioning (HVAC) systems and process piping systems for
institutional, industrial, commercial, high-rise residential and
public works projects, and Related Companies, a fully-integrated,
highly diversified real estate firm with experience in every aspect
of real estate development, acquisitions, management, finance,
marketing and sales, today announced that they have entered into a
definitive merger agreement.
Under the terms of the agreement, a subsidiary of Related
Companies ("Merger Sub") will acquire all of the outstanding shares
of common stock of KSW for $5.00 per share in cash through a cash
tender offer followed by a merger. The transaction is valued in the
aggregate at approximately $32.1 million. The cash consideration
represents a premium of approximately 23% to KSW's closing share
price on September 7, 2012, the last trading day before KSW
publicly announced the merger. The agreement has been unanimously
approved by KSW's Board of Directors.
Floyd Warkol, CEO of KSW, commented, "We are pleased to announce
this merger as it delivers significant value to our shareholders.
KSW has enjoyed a long and successful relationship with Related
Companies while working on their New York City projects. Partnering
with Related Companies will only enhance our ability to provide
first quality services to our current and future customers."
Bruce A. Beal, Jr., President of Related Companies, said, "As a
vertically- integrated developer working across all asset classes
we are consistently looking for opportunities to enhance our
developments and increase our efficiency. The acquisition of KSW, a
best-in-class HVAC provider with an experienced management team,
allows us to utilize their skill set throughout the design process,
offers direct purchasing capability from equipment manufacturers,
and creates an even more direct link to New York City's talented
workforce. It will also allow us to continue to pioneer new
innovations in sustainability, customizing and developing new
sustainable features for our robust pipeline of projects."
Under the terms of the merger agreement, the parties anticipate
that Merger Sub will commence a tender offer for all of the
outstanding shares of KSW before September 21, 2012. If the first
step tender offer is successfully completed, Merger Sub will
acquire any of the KSW shares of common stock not tendered in the
tender offer through a second step merger transaction in which the
remaining KSW shares are converted into a right to receive the same
consideration per share as paid in the tender offer. The tender
offer transaction, which is subject to customary closing
conditions, is expected to close by October 26, 2012.
Completion of the tender offer is subject to, among other
things, the satisfaction of the minimum tender condition of at
least a majority of KSW's outstanding shares of common stock on a
fully diluted basis, and other customary closing conditions. The
transaction is not subject to a financing condition.
About Related Companies
Related Companies is the most prominent privately-owned real
estate firm in the United States. Formed 40 years ago, Related is a
fully-integrated, highly diversified real estate firm with
experience in every aspect of development, acquisitions,
management, finance, marketing and sales. Headquartered in New York
City, Related has offices and major developments in Boston,
Chicago, Los Angeles, San Francisco, South Florida, Abu Dhabi and
Shanghai and boasts a team of approximately 2,000 professionals.
The Company's existing portfolio of real estate assets, valued at
over $15 billion, is made up of best-in-class mixed-use,
residential, retail, office, trade show and affordable properties
in premier high-barrier-to-entry markets. For more information
about Related Companies please visit www.related.com.
About KSW
KSW, Inc., through its wholly-owned subsidiary, KSW Mechanical
Services, Inc., furnishes and installs heating, ventilating and air
conditioning (HVAC) systems and process piping systems for
institutional, industrial, commercial, high-rise residential and
public works projects. KSW Mechanical Services, Inc. also acts as
Trade Manager on larger construction projects, such as the Mt.
Sinai Center for Science and Medicine.
Important Information about the Tender
Offer
This press release is not an offer to purchase or a solicitation
of an offer to sell securities of KSW. The planned tender offer by
Merger Sub for all of the outstanding shares of common stock of KSW
has not yet commenced. Following the commencement of the tender
offer, Merger Sub will mail to KSW stockholders an offer to
purchase and related materials and KSW will mail to its
stockholders a solicitation/recommendation statement with respect
to the tender offer. At the time the offer is commenced, Merger Sub
will file a tender offer statement with the U.S. Securities and
Exchange Commission (the "SEC") on Schedule TO, and KSW will file a
solicitation/recommendation statement with the SEC on Schedule
14D-9 with respect to the tender offer. Investors and KSW
stockholders are strongly advised to read these materials in their
entirety (including an offer to purchase, a related letter of
transmittal and other offer documents) and the
solicitation/recommendation statement when they become available,
since they will contain important information that should be
considered before any decision is made with respect to the tender
offer. KSW stockholders may obtain a free copy of these materials
when they become available and other documents filed by Merger Sub
or KSW with the SEC at the website maintained by the SEC at
www.sec.gov. These materials also may be obtained when they become
available for free by contacting the information agent for the
tender offer.
Advisors
DLA Piper LLP is acting as legal advisor to Related Companies
and Merger Sub. KSW engaged Sandler O'Neill as financial advisor
and Bracewell & Giuliani LLP as legal advisor for the
transaction.
Cautionary Statements
Statements in this press release that are not historical,
including statements regarding KSW's beliefs, expectations, and
strategies, constitute "forward looking statements" within the
meaning of the federal securities laws. These statements are
subject to risks and uncertainties that could cause actual results
to differ materially from those expressed in the forward-looking
statements. Important factors that could cause the differences are
discussed in KSW's reports on Forms 10-Q, 10-K, and 8-K that it
periodically files with the Securities and Exchange Commission.
These factors include KSW's sales process and market acceptance of
its products and services, KSW's capital needs, KSW's dependence on
significant customers and suppliers, risks of a new product
offering, risks that KSW may incur significant costs related to
self-insurance retention levels for employee benefits and workers'
compensation programs, and the competitive healthcare marketplace.
KSW does not undertake to update any forward-looking statements in
this press release. Copies of KSW's SEC filings, including its
annual report on Form 10-K and quarterly reports on Form 10-Q, may
be obtained by contacting KSW's general counsel at (718) 340-1409
or at the SEC Filings section of its website at
www.kswmechanical.com.
Media/Investor Contacts For KSW, Inc.: James F.
Oliviero (718) 340-1409 For Related Companies: Joanna Rose
(212) 801-3902
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