MITY Enterprises, Inc. to Be Acquired by Sorenson Capital and Peterson Partners for $21.50 Cash Per Share
May 03 2007 - 1:09AM
Business Wire
MITY Enterprises, Inc. (NASDAQ:MITY) announced today that it has
signed an agreement to be acquired by means of a merger with an
affiliate of Sorenson Capital Partners, L.P. (Sorenson Capital) and
Peterson Partners LP (Peterson Partners). Under the terms of the
merger agreement, the holders of MITY common stock will receive
$21.50 per share in cash for their shares, which represents an
approximate 9% premium above the May 2, 2007 closing price, an
approximate 15% premium above the 120-trading day moving average
price and is higher than MITY's shares have ever traded. The board
of directors of MITY has unanimously approved the merger agreement,
the merger and the transactions contemplated thereby, and will also
recommend approval by MITY�s shareholders. Completion of the
transaction is subject to the affirmative vote of MITY�s
shareholders, expiration or termination of the applicable
anti-trust waiting periods and other customary closing conditions.
The parties will work to close the transaction as soon as
reasonably practicable following the satisfaction of the
conditions, and the transaction is expected to be completed late in
the second calendar quarter or early in the third calendar quarter
of 2007. Following the completion of the transaction, the company�s
common stock will be de-listed and will no longer trade publicly.
In connection with the execution of the Merger Agreement, certain
officers and directors of the Company holding approximately 28% of
the outstanding shares of common stock of the Company entered into
a voting agreement with Parent and Merger Sub, in which such
officers and directors agreed to vote their respective shares of
Company common stock in favor of the Merger. �The Board of
Directors unanimously endorses this transaction and believes it is
in the best interest of the Company�s shareholders. With the
transaction, shareholders will have realized substantial value from
their investment. Sorenson Capital and Peterson Partners represent
a new dynamic that can build on MITY�s great market position and
powerful business culture,� said Gregory Wilson, Chairman of the
Board. �We believe MITY has a strong franchise with leading
positions in growing market segments, and an experienced management
team,� said Fraser Bullock, Co-Founder and a Managing Director of
Sorenson Capital. �We look forward to supporting the MITY workforce
in its efforts to serve customers and grow long-term business
value.� About MITY Founded in 1987, MITY Enterprises, Inc. designs,
manufactures and markets innovative institutional furniture created
to meet the efficiency needs of its customers. MITY Enterprises
focuses on providing premium quality institutional furniture
products to niche markets. The product lines consist of
multipurpose room furniture and healthcare seating. MITY�s products
are marketed under the Mity-Lite, Broda and Versipanel tradenames.
Headquartered in Utah, MITY Enterprises serves national and
international customers directly and through distributors. For
further information, visit MITY Enterprises online at
www.mityinc.com. About Sorenson Capital Sorenson Capital
(www.sorensoncapital.com) is a private equity fund that provides
small- to middle-market buyout and growth equity investments with a
particular focus on opportunities in selected states in the western
U.S. Sorenson Capital is managed and controlled by West Rim
Capital; both are headquartered in Salt Lake City, Utah with
offices in Palo Alto, California and Phoenix, Arizona. About
Peterson Partners Peterson Partners, based in Salt Lake City, is
one of the Intermountain West�s leading private equity firms.
Specializing in small to mid-sized companies, Peterson Partners has
a track record of success including investments in JetBlue, Making
Memories, EnergySolutions, Asurion, Instashred, Winder Farms, 3form
and Diamond Rental. Founded in 1995, Peterson Partners has over
$300 million under management through four funds. Press Contact:
Jordan Clements (801) 365-0180 or jordan@petersonpartnerslp.com.
Forward-Looking Statements This press release contains
forward-looking statements related to, among other things, the
completion of the Merger and the other transactions contemplated by
the Merger Agreement. These statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Investors are cautioned that forward-looking
statements inherently involve risks and uncertainties that could
cause actual results to differ materially from those contemplated
in the forward-looking statements. Such risks include, but are not
limited to, the ability of the parties to the Merger Agreement to
satisfy the conditions to closing specified in the Merger Agreement
and other risks and uncertainties outlined in the Company�s
documents filed with the Securities and Exchange Commission (SEC),
including the Company�s most recent annual report on Form 10-K for
the fiscal year ended March 31, 2006, and its subsequent quarterly
reports on Form 10-Q and current reports on Form 8-K as filed with
the SEC. All forward-looking statements and other information in
this press release are based upon information available as of the
date of this release. Such information may change or become invalid
after the date of this release, and, by making these
forward-looking statements, the Company undertakes no obligation to
update these statements after the date of this release. Additional
Information and Where to Find It This material is not a substitute
for the proxy statement and other documents MITY Enterprises will
file with the Securities and Exchange Commission (�SEC�) regarding
the transaction. The Company intends to file with the SEC a proxy
statement and other relevant materials in connection with the
Merger. The proxy statement will be mailed to the shareholders of
the Company. The Company�s shareholders and investors are urged to
read the proxy statement and other relevant materials when they
become available because they will contain important information
about the Company, the Merger and related matters. Investors and
shareholders may obtain free copies of these materials (when they
are available) and other documents filed with the SEC at the SEC�s
website at www.sec.gov. A free copy of the proxy statement when it
becomes available may also be obtained from MITY Enterprises, Inc.,
1301 West 400 North, Orem, Utah 84057, Attn. Bradley T Nielson. The
Company and its executive officers and directors may be deemed to
be participants in the solicitation of proxies from the Company�s
shareholders with respect to the Merger. Investors and shareholders
may obtain more detailed information regarding the direct and
indirect interests of the Company and its respective executive
officers and directors in the proposed Merger by reading the proxy
statement, which will be filed with the SEC.
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