Illinois Tool Works To Acquire Quipp
March 27 2008 - 8:30AM
PR Newswire (US)
MIAMI, March 27 /PRNewswire-FirstCall/ -- Quipp, Inc.
(NASDAQ:QUIP), announced the signing of a merger agreement by which
Illinois Tool Works Inc. will acquire Quipp for a price between
$4.30 and $5.65 per share in cash, with the definitive price to be
determined based on adjustments relating to the amount of Quipp's
cash and cash equivalents and specified indebtedness prior to
consummation of the transaction. Quipp will not proceed with the
transaction if the adjusted price would be less than $4.30 per
share, which Quipp believes is unlikely. Quipp's Board of Directors
unanimously approved the transaction. It is anticipated that the
transaction will be completed in the spring or early summer of
2008. In connection with, and subsequent to, the execution of the
merger agreement, the directors and another shareholder of Quipp,
who own approximately 12% of Quipp's outstanding common stock,
entered into a support agreement under which they have agreed to
vote their shares of Quipp common stock in favor of the merger.
Michael S. Kady, President and Chief Executive Officer of the
Company, stated: "After a rigorous strategic alternatives
evaluation, we strongly believe that our agreement with Illinois
Tool Works represents the best alternative for Quipp and its
shareholders. The transaction will offer our shareholders a
meaningful premium over the current trading price. It also will
enable Quipp's employees to become part of a much larger and
financially stronger organization. In addition, it should provide
excellent cost saving opportunities, including savings resulting
from Quipp no longer being subject to the burdens of operating as a
stand-alone public company, which have become very expensive over
the past few years." Quipp, Inc., through its operating subsidiary,
Quipp Systems, Inc., designs, manufactures and installs material
handling systems and equipment to facilitate the automated
inserting, assembly, bundling and movement of newspapers from the
printing press to the delivery truck. Illinois Tool Works Inc. is a
diversified manufacturer of highly engineered components and
industrial systems and consumables. Illinois Tool Works consists of
approximately 825 business units in 52 countries and employs some
60,000 people. Cautionary Note Regarding Forward-looking Statements
This release contains one or more forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act
of 1995, including, without limitation, the adjusted price per
share in the transaction, opportunities for cost reduction and the
expected timing of the closing of the transaction. Forward-looking
statements are identified by words such as "will," "expected,"
"believe" and other similar words. Quipp cautions readers not to
place undue reliance on any forward-looking statements, which speak
only as of the date made. A variety of known and unknown risks and
uncertainties could cause actual results to differ materially from
the anticipated results which include, but are not limited to:
satisfaction of all regulatory and other conditions required for
closing, the ability to obtain the approval of Quipp's
shareholders, adverse developments in Quipp's business, and
unanticipated expenses. In addition, other risks and uncertainties
not presently known to us or that we consider immaterial could
affect the accuracy of any such forward-looking statements. Quipp
does not undertake any obligation to update any forward-looking
statements to reflect events that occur or circumstances that exist
after the date on which they were made. Additional risks and
uncertainties include those detailed from time to time in Quipp's
publicly filed documents, including its annual report on Form 10-K
for the year ended December 31, 2006 and, when filed, its annual
report for the year ended December 31, 2007. Important Merger
Information This communication may be deemed to be solicitation
material in respect of the proposed acquisition of Quipp by
Illinois Tool Works Inc. In connection with the proposed
acquisition, Quipp intends to file a proxy statement on Schedule
14A with the Securities and Exchange Commission, or SEC, and Quipp
intends to file other relevant materials with the SEC. Shareholders
of Quipp are urged to read all relevant documents filed with the
SEC when they become available, including Quipp's proxy statement,
because they will contain important information about the proposed
transaction, Quipp and Illinois Tool Works. A definitive proxy
statement will be sent to holders of Quipp common stock seeking
their approval of the proposed transaction. This communication is
not a solicitation of a proxy from any security holder of Quipp.
Investors and security holders will be able to obtain the documents
(when available) free of charge at the SEC's web site,
http://www.sec.gov/. In addition, Quipp shareholders may obtain
free copies of the documents filed with the SEC when available by
contacting Eric Bello, Quipp's Chief Financial Officer, at
305-623-8700. Such documents are not currently available. You may
also read and copy any reports, statements and other information
filed by Quipp with the SEC at the SEC public reference room at 100
F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 or visit the SEC's website for further
information on its public reference room. Quipp and its directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the holders of Quipp common stock in
respect of the proposed transaction. Information about the
directors and executive officers of Quipp is set forth in Quipp's
proxy statement which was filed with the SEC on October 31, 2007.
Investors may obtain additional information regarding the interest
of Quipp and its directors and executive officers in the proposed
transaction by reading the proxy statement regarding the
acquisition when it becomes available. DATASOURCE: Quipp, Inc.
CONTACT: Michael Kady, +1-800-345-9680, for Quipp, Inc. Web site:
http://www.quipp.com/
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