Related Companies Commences Tender Offer for All Outstanding Shares of Common Stock of KSW, Inc. (KSW)
September 12 2012 - 5:22PM
Marketwired
Related Companies is commencing today, through its indirect
wholly-owned subsidiary Kool Acquisition Corporation ("Purchaser")
a cash tender offer to purchase all outstanding shares of common
stock of KSW (NASDAQ: KSW). Related Companies announced its
intention to acquire KSW on Monday, September 10, 2012. Upon the
successful closing of the tender offer, stockholders of KSW will
receive $5.00 in cash for each share of KSW common stock validly
tendered and not validly withdrawn in the offer, without interest
and less any applicable withholding taxes.
The tender offer is being made pursuant to an Offer to Purchase,
dated September 12, 2012, and in connection with the previously
announced Agreement and Plan of Merger, dated as of September 7,
2012, among KSW, Purchaser, Kool Acquisition LLC ("Parent"), a
wholly-owned subsidiary of Related Companies and, solely with
respect to Section 9.12, The Related Companies, L.P.
As previously disclosed, the board of directors of KSW has
unanimously determined that the tender offer and the other
transactions contemplated by the Agreement and Plan of Merger are
advisable, fair to and in the best interests of KSW's stockholders.
The KSW board also unanimously authorized and approved the
Agreement and Plan of Merger, declared advisable the Agreement and
Plan of Merger, the tender offer and the other transactions
contemplated therein and recommended that stockholders of KSW
accept the tender offer and tender their shares to the Purchaser in
the tender offer.
The tender offer is scheduled to expire at 12:00 midnight New
York City time on Wednesday, October 10, 2012, unless the tender
offer is extended in accordance with the merger agreement and the
applicable rules and regulations of the U.S. Securities and
Exchange Commission ("SEC"). If the tender offer is extended,
Parent and/or Purchaser will inform the depositary for the offer
and will make a public announcement of the extension not later than
9:00 a.m. New York City time on the next business day after the
previously scheduled expiration date.
The consummation of the tender offer is conditioned on the
tender of a majority of the outstanding shares of KSW's common
stock on a fully diluted basis, and other customary conditions that
are specified in the offer documents. Following completion of the
tender offer and, if required, receipt of stockholder approval,
Parent expects to consummate a second-step merger in which
remaining KSW stockholders will receive the same cash price per
share as paid in the tender offer. Following the merger, KSW will
become a wholly-owned subsidiary of Parent.
The information agent for the tender offer is AST Phoenix
Advisors. The dealer manager for the tender offer is AST Investor
Services. The depositary agent for the tender offer is American
Stock Transfer & Trust Company, LLC.
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 for informational purposes only and does
not constitute an offer to purchase shares of KSW common stock, a
solicitation to sell such shares or a Solicitation/Recommendation
Statement under the rules and regulations of the SEC. The tender
offer is being made pursuant to a Tender Offer Statement on
Schedule TO (including the Offer to Purchase, letter of transmittal
and related tender offer documents) filed by Parent and Purchaser
with the SEC on September 12, 2012. In addition, on September 12,
2012, KSW filed a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC. These documents contain important information
and stockholders of KSW are strongly advised to carefully read
these documents in their entirety before making any decision
regarding tendering their shares. The Offer to Purchase and certain
other offer documents, as well as the Solicitation/Recommendation
Statement, will be made available to all stockholders of KSW at no
expense to them. These documents may be obtained at no charge at
the SEC's website at www.sec.gov. The Tender Offer Statement and
related materials also may be obtained at no charge by directing a
request by mail to the information agent for the tender offer, AST
Phoenix Advisors, 110 Wall Street, 27th Floor, New York, NY 10005,
or by calling toll free: (877) 478-5038.
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 SEC. 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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