Reinhold Industries Announces Close of Tender Offer; Purchaser Acquires 93.5% and Will Complete Short-Form Merger
January 10 2007 - 4:25PM
PR Newswire (US)
SANTA FE SPRINGS, Calif., Jan. 10 /PRNewswire-FirstCall/ --
Reinhold Industries, Inc. (NASDAQ:RNHDA) and Reinhold Acquisition
Corp., an affiliate of The Jordan Company, L.P., today announced
the completion of Reinhold Acquisition Corp.'s cash tender offer
for all outstanding shares of common stock of Reinhold Industries.
The parties also announced that Reinhold Acquisition Corp. would
complete its acquisition of Reinhold Industries, Inc. by effecting
a short-form merger under Delaware law. The tender offer's
subsequent offering period expired at 12:00 EST on January 9, 2007.
Based on information from the depositary for the tender offer,
3,078,455 shares of RNHDA Class A common stock, representing
approximately 93.5% of all outstanding shares, had been validly
tendered into the offer as of the expiration time. Reinhold
Acquisition Corp. has accepted for purchase all shares validly
tendered in both the initial offering period and the subsequent
offering period at the offer price of $12.50 per share in cash,
less any required withholding of taxes and without the payment of
interest. Payment for shares validly tendered and accepted has been
or will be promptly made. As the owner of at least 90% of
outstanding shares of RNHDA common stock, Reinhold Acquisition
Corp. will promptly effect a short-form merger with and into
Reinhold Industries, Inc. under Delaware law by filing a
Certificate of Ownership and Merger with the Secretary of State of
the State of Delaware. As a result of the merger, Reinhold
Industries will become a wholly-owned subsidiary of Reinhold
Holdings, Inc., an affiliate of The Jordan Company, L.P. All
outstanding shares of Reinhold Industries, Inc. that were not
tendered during the original offering period or the subsequent
offering period will, as a result of the merger, be converted into
the right to receive $12.50 in cash, less any required withholding
of taxes and without the payment of interest, subject to
shareholders' dissenters' rights under Delaware law and the terms
and conditions of the Agreement and Plan of Merger, dated November
2, 2006, among Reinhold Industries, Inc., Reinhold Acquisition
Corp. and Reinhold Holdings, Inc. Immediately following the merger,
Reinhold Industries will file a Form 15 and Form 25 with the
Securities and Exchange Commission, thereby terminating its
reporting obligations and status as a public company. About
Reinhold Industries, Inc. Reinhold Industries, Inc. is a
manufacturer of advanced custom composite components and sheet
molding compounds for a variety of applications in the United
States and Europe. About The Jordan Company, L.P. The Jordan
Company, L.P. is a New York-based investment firm with
approximately $2.5 billion of capital under management that has
been sponsoring and investing in middle market leveraged buyout
transactions for more than 20 years. Jordan currently has a
portfolio of investments in over 15 businesses representing more
than $4.0 billion in annual revenue. The acquisition of Reinhold
Industries was funded by capital provided by The Resolute Fund,
L.P., a $1.5 billion private equity fund managed by Jordan.
DATASOURCE: Reinhold Industries, Inc. CONTACT: Wanda Morrison of
Reinhold Industries, Inc., +1-562-944-3281
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