Related Companies Successfully Completes KSW Tender Offer
October 11 2012 - 1:00PM
Marketwired
Related Companies and KSW, Inc. ("KSW") (NASDAQ: KSW) today
announced that Related Companies' indirect wholly-owned subsidiary,
Kool Acquisition Corporation ("Purchaser"), has successfully
completed its cash tender offer for all of the outstanding shares
of common stock of KSW.
The tender offer expired as scheduled at 12:00 midnight, New
York City time, on October 10, 2012, and was not extended. The
depositary for the tender offer has advised that as of the
expiration time, approximately 3,962,679 shares of KSW common stock
(excluding 14,938 shares subject to notices of guaranteed delivery)
were validly tendered and not properly withdrawn, representing
approximately 62.05% of the outstanding shares of common stock of
KSW on a fully diluted basis. All shares that have been validly
tendered and not properly withdrawn have been accepted for
purchase, and payment for such shares will be made promptly in
accordance with the terms of the tender offer and merger agreement
at the offer price of $5.00 per share, net to the seller in cash,
without interest and less any applicable withholding taxes.
Pursuant to the terms and conditions of the merger agreement,
Purchaser will immediately exercise its "top-up" option to purchase
directly from KSW an additional number of shares for $5.00 per
share (the same per share price paid in the tender offer) so that
Purchaser owns at least 90% of the outstanding shares of KSW common
stock, and Purchaser will complete and close the merger today
without a vote or meeting of KSW's stockholders through the
"short-form" merger provisions of Delaware law.
At the effective time of the merger, all remaining KSW shares
(other than shares owned by Related Companies or any of its
subsidiaries or held by KSW or any of its subsidiaries as treasury
shares or shares held by KSW's stockholders who are entitled to and
properly demand appraisal rights for their shares under Delaware
law) will be canceled and converted into the right to receive the
same $5.00 per share in cash paid in the tender offer, without
interest and less any applicable withholding taxes. In addition,
upon the completion of the merger, KSW's common stock will cease to
be traded on the NASDAQ Stock Market and KSW will become a
wholly-owned indirect subsidiary of Related Companies. KSW
stockholders who did not tender their shares in the tender offer
will receive relevant information in the mail on how to receive
payment for their shares in connection with the merger.
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.
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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