HOUSTON, July 25,
2022 /PRNewswire/ -- Aurora Capital Partners
("Aurora"), a leading middle-market private equity firm, today
announced that its affiliate, Raven Buyer, Inc. ("Parent"), has
directed its wholly-owned subsidiary, Raven Houston Merger Sub,
Inc. ("Purchaser") to commence its previously announced all-cash
tender offer to acquire all of the issued and outstanding shares of
common stock of Sharps Compliance Corp. (NASDAQ: SMED) ("Sharps"),
a leading full-service national provider of comprehensive waste
management solutions including medical, pharmaceutical and
hazardous waste, for $8.75 per share,
net to the seller in cash, without interest and less any applicable
withholding taxes. The offer price represents a premium of
approximately 207% over Sharps' closing share price on July 11, 2022, the last full trading day prior
the announcement of the transaction.
The tender offer is being made pursuant to a merger agreement,
dated as of July 12, 2022, as
amended, among Sharps, Purchaser and Parent, and is being made
pursuant to an Offer to Purchase, dated July
25, 2022. The Sharps' Board of Directors unanimously
recommends that stockholder tender their shares in the offer.
The tender offer is scheduled to expire at the end of the day,
one minute after 11:59 p.m.,
New York City time, on
August 19, 2022, unless the tender
offer is extended or terminated. The closing of the tender offer is
subject to customary conditions, including the tender of a majority
of the issued and outstanding Shares as of the expiration of the
offer on a fully-diluted basis, and the expiration or the
termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. The offer is
also subject to the other conditions described in the Offer to
Purchase.
Promptly following completion of the tender offer, and subject
to the satisfaction or waiver of the remaining conditions set forth
in the merger agreement, Purchaser will acquire any shares of
Sharps that are not tendered in the tender offer through a
second-step merger under Delaware
law for consideration equal to the tender offer price, without
interest and less any required withholding taxes, without prior
notice to or any action by any other stockholders of Sharps.
Following the transaction, Sharps will become a privately held
company.
The complete terms and conditions of the tender offer can be
found in the tender offer statement on Schedule TO that includes
the Offer to Purchase, Letter of Transmittal and other related
materials that Parent and Purchaser are filing today with the
Securities and Exchange Commission (the "SEC") (together with any
amendments or supplements thereto). Additionally, Sharps will be
filing today with the SEC a solicitation/recommendation statement
on Schedule 14D-9 setting forth in detail, among other things, the
recommendation of the Sharps' Board of Directors that Sharps'
stockholders tender their shares in the tender offer.
D.F. King & Co., Inc. is acting as Information Agent for the
tender offer and Computershare Trust Company, N.A. is acting as
Depositary and Paying Agent in the tender offer. Requests for documents and questions
regarding the tender offer may be directed to D.F. King & Co.,
Inc., by telephone, at (866) 284-1755 (toll-free), at (212)
269-5550 (bankers and brokers call), or by email, at
SMED@dfking.com.
About Aurora Capital Partners
Aurora Capital Partners is a leading Los Angeles-based private equity firm with
over $4.5 billion in assets under
management. Founded in 1991, the firm focuses principally on
control investments in middle-market companies with leading market
positions, stable industry dynamics, attractive business model
characteristics and actionable opportunities for growth in
partnership with management. Aurora provides unique resources to
its portfolio companies through its Strategy & Operations
Program and its team of experienced operating advisors. Aurora's
investors include leading public and corporate pension funds,
endowments and foundations active in private equity investing. For
more information about Aurora Capital Partners, visit:
www.auroracap.com.
About Sharps Compliance Corp.
Headquartered in Houston,
Texas, Sharps Compliance (NASDAQ: SMED) is a leading
business-to-business services provider to the healthcare, long-term
care and retail pharmacy markets. Sharps Compliance offers
comprehensive solutions for the management of regulated medical
waste, hazardous waste and unused medications. For more
information, visit: www.sharpsinc.com.
Forward-Looking Statements
The information in this press release contains certain
forward-looking statements relating to the Sharps and the proposed
tender offer for all the outstanding shares of common stock, par
value $0.01 per share, of Sharps by
Purchaser and other statements about Sharps, Aurora, Parent and
Purchaser that are based on current beliefs, expectations and
assumptions made by, and information currently available to, the
management of Sharps, Aurora, Parent and Purchaser on the date of
this press release. When used in this document, the words
"may," "could," "position," "plan," "potential," "designed,"
"continue," "anticipate," "believe," "expect," "estimate,"
"project," and "intend" and words or phrases of similar import, as
they relate to the tender offer or Sharps, Aurora, Parent,
Purchaser or their subsidiaries or their management, are intended
to identify forward-looking statements. Such statements reflect
known and unknown risks, uncertainties, and assumptions related to
certain factors including, without limitation, changes in facts and
circumstances and other risks, uncertainties and assumptions
concerning the offer and the subsequent merger, including whether
the offer and the subsequent merger will close, the timing of the
closing of the offer and subsequent merger, strategic and other
potential benefits of the transactions, the ability of the parties
to satisfy the various conditions to the consummation of the offer
or the subsequent merger, including the outcome of the regulatory
reviews of the proposed transaction, and obtaining HSR approval,
the percentage of outstanding shares that will be tendered in the
tender offer, the ability of the parties to complete the proposed
transactions, the ability of the parties to meet other closing
conditions, the potential effects of the proposed transactions, the
outcome of legal proceedings (if any) that may be instituted
against Sharps, Aurora, Parent, Purchaser (or any of its
affiliates) and/or others related to the proposed transactions,
unexpected costs or unexpected liabilities that may result from the
proposed transactions, whether or not consummated, the possibility
that competing offers will be made, the occurrence of any event,
change or other circumstance that could give rise to the
termination of the merger agreement, including in circumstances
which would require Sharps to pay a termination fee or other
expenses, effects of disruption from the announcement or pendency
of the transactions making it more difficult to maintain
relationships with employees, customers, suppliers, and other
business partners, and risks related to diverting management's
attention from Sharps' ongoing business operations, and other
general risks facing Sharps' business and operations, including
with respect to regulatory submissions, competitive factors,
general economic conditions, customer relations, relationships with
vendors, governmental regulation and supervision, seasonality,
distribution networks, product introductions and acceptance,
technological change, changes in industry practices, onetime events
and other factors described herein including the impact of the
coronavirus COVID-19 ("COVID-19") pandemic on the Sharps'
operations and financial results, and those risk factors and other
cautionary statements in Sharps' Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, and other filings with the SEC.
Sharps may update risk factors from time to time in its
Quarterly Reports on Form 10‑Q, in its Current Reports on
Form 8-K, or in other filings with the SEC, available on the
SEC's website at www.sec.gov. Based upon changing
conditions, should any one or more of these risks or uncertainties
materialize, or should any underlying assumptions prove incorrect,
actual results may vary materially from those described herein as
anticipated, believed, estimated, expected, or intended.
Consequently, no forward-looking statements can be guaranteed.
Actual results may vary materially. You are cautioned not to place
undue reliance on any forward-looking statements. You should also
understand that it is not possible to predict or identify all such
factors and as such should not consider the preceding list or the
risk factors to be a complete list of all potential risks and
uncertainties. All such forward-looking statements speak only as of
the date they are made. None of Sharps, Aurora, Parent, Purchaser
or any of their affiliates undertakes any obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future developments, subsequent events,
circumstances or otherwise, except as may be required by any
applicable securities laws.
Important additional information will be filed with the U.S.
Securities and Exchange Commission
This press release is for informational purposes only and is
neither a recommendation, an offer to purchase nor a solicitation
of an offer to sell securities, nor is it a substitute for the
tender offer materials that Purchaser will file with the SEC upon
commencement of the tender offer. At the time the tender
offer is commenced, Purchaser will file with the SEC a tender offer
statement on Schedule TO, including the Offer to Purchase, the
related Letter of Transmittal, and certain related tender offer
documents, and Sharps thereafter will file with the SEC the
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the Offer. The offer to purchase shares of Sharp
common stock will only be made pursuant to the Offer to Purchase,
the related Letter of Transmittal and related tender offer
documents filed as part of the Schedule TO (together with any
amendments or supplements thereto). THE TENDER OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL, AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION.
HOLDERS OF SHARES OF COMMON STOCK OF SHARPS ARE URGED TO READ THESE
DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND
CONDITIONS TO THE TENDER OFFER, THAT HOLDERS OF COMMON STOCK OF
SHARPS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SHARES. The tender offer statement on
Schedule TO, including the Offer to Purchase, the related
Letter of Transmittal, and certain other tender offer documents, as
well as the Solicitation/Recommendation Statement, will be made
available to all holders of shares of common stock of Sharps at no
expense to them. The tender offer materials, the
Solicitation/Recommendation Statement and other related documents
(when available), and other documents filed with the SEC, including
annual, quarterly and special reports and other information filed
by Sharps with the SEC, will be made available for free at the
SEC's website at www.sec.gov, or by contacting Sharps at 9220 Kirby
Drive, Suite 500, Houston, Texas
77054; 713-432-0300, or by directing a request to D.F.
King & Co., Inc., as the Information Agent for the
Offer, by telephone, at (866) 284-1755 (toll-free), at (212)
269-5550 (bankers and brokers call), or by email, at
SMED@dfking.com.
For more information contact:
For Aurora Capital Partners
ASC Advisors
Steve Bruce / Taylor Ingraham
Phone: (203) 992-1230
Email: sbruce@ascadvisors.com / tingraham@ascadvisors.com
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SOURCE Aurora Capital Partners