Strategic Distribution, Inc. Enters Into Merger Agreement With Portfolio Company of Platinum Equity
January 08 2007 - 5:02PM
PR Newswire (US)
Strategic Distribution Stockholders to Receive $10.00 Per Share
BRISTOL, Pa., Jan. 8 /PRNewswire-FirstCall/ -- Strategic
Distribution, Inc. (NASDAQ:STRD) ("SDI" or the "Company"), a
leading provider of supply chain management solutions with respect
to maintenance, repair, and operating (MRO) supplies for industrial
and institutional customers, announced today that it has signed a
definitive merger agreement with Project Eagle Holding Corporation
and Project Eagle Merger Corporation, each a Platinum Equity
portfolio company (together, "Platinum Equity"). Under the terms of
the agreement, each share of SDI common stock will be converted
into the right to receive $10.00 in cash, without interest. This
transaction is valued at approximately $30 million. The transaction
is expected to be completed by the end of March, subject to receipt
of stockholder approval, including the approval of a majority of
the stockholders voting at a special meeting of stockholders, as
well as the satisfaction of other customary closing conditions. The
obligation of Platinum Equity to consummate the transaction is not
conditioned upon the receipt of any financing. On November 16,
2006, SDI announced that its Board of Directors had received a
letter from Mr. William R. Berkley, detailing that an entity he
controlled proposed to acquire all of the outstanding equity
interests of the Company for $8.30 per share in cash. Mr. Berkley
beneficially owns approximately 22.5% of the Company's outstanding
common stock. The Company's Board of Directors had previously
formed a special committee of independent directors to consider
strategic alternatives for the Company. The committee continued to
work with William Blair & Company ("William Blair") as the
financial advisor to the Company; William Blair had originally been
retained by the Company in January 2005 to help the Company
evaluate strategic alternatives. The committee also retained
independent legal counsel to assist it in its work. From November
2006 through January 2007, William Blair solicited parties which
had previously expressed interest in acquiring the Company and also
solicited additional potential acquirers. At the conclusion of that
process, the special committee and its advisors negotiated a merger
agreement with Platinum Equity. On the unanimous recommendation of
the special committee comprised entirely of independent directors,
the Board of Directors of SDI approved the agreement that had been
negotiated with Platinum Equity and recommended that SDI's
stockholders approve the merger. Each member of the Company's Board
of Directors, including its Chairman William R. Berkley, has
executed an agreement with Platinum Equity, agreeing to support the
merger. William Blair, acting as financial advisor to the special
committee, has delivered an opinion to the special committee and
the Board of Directors of SDI that, as of the date of the opinion,
the merger consideration was fair, from a financial point of view,
to the stockholders of SDI. ABOUT SDI SDI helps customers optimize
their business performance and meet strategic goals by providing
technology and supply chain solutions to increase productivity and
reduce total costs. Commercial and industrial customers, as well as
educational institutions, benefit from reduced costs and increased
efficiencies in the procurement and management of MRO materials.
Additional information about SDI can be found on the Company's web
site at http://www.sdi.com/ . ABOUT PLATINUM EQUITY Platinum Equity
(http://www.platinumequity.com/ ) is a global M&A&O(R) firm
specializing in the merger, acquisition and operation of companies
that provide services and solutions to customers in a broad range
of business markets, including information technology,
telecommunications, manufacturing and entertainment distribution.
Since its founding in 1995 by Tom Gores, Platinum Equity has
acquired more than 65 businesses with more than $15.5 billion in
aggregate annual revenue at time of acquisition. Important
Additional Information Regarding the Merger will be Filed with the
SEC: This press release may be deemed to be soliciting material
relating to the proposed merger between SDI and an affiliate of
Platinum Equity. In connection with the proposed merger, SDI will
file a proxy statement with the Securities and Exchange Commission
(the "SEC"). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE
MERGER. Investors and security holders may obtain a free copy of
the proxy statement (when available) and other relevant documents
filed with the SEC from the SEC's website at http://www.sec.gov/ .
SDI's security holders and other interested parties will also be
able to obtain, without charge, a copy of the proxy statement and
other relevant documents (when available) by directing a request by
mail or telephone to Investor Relations, Strategic Distribution,
Inc., 1414 Radcliffe Street, Suite 300, Bristol, PA 19007 (215)
633-1900, or from SDI's website, http://www.sdi.com/ . SDI and its
directors, executive officers and other members of its management
and employees may be deemed to be participants in the solicitation
of proxies from SDI's stockholders with respect to the merger.
Information about SDI's directors and executive officers and their
ownership of SDI common stock is set forth in the proxy statement
for SDI's 2006 Annual Meeting of Stockholders, which was filed with
the SEC on April 27, 2006. Stockholders and investors may obtain
additional information regarding the interests of SDI and its
directors and executive officers in the merger, which may be
different than those of SDI's stockholders generally, by reading
the proxy statement and other relevant documents regarding the
merger, which will be filed with the SEC. The foregoing contain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. The forward-looking
statements in this release are about the consummation of the
transaction, including those relating to (i) approval of the
transaction and (ii) satisfaction of conditions to the transaction,
and are based on SDI's current expectations, assumptions and
involve certain unknown risks and uncertainties. While SDI believes
its assumptions are reasonable, there are factors that are hard to
predict and influenced by conditions that are beyond SDI's control.
If these or other significant risks and uncertainties occur, or if
our underlying assumptions prove inaccurate, our actual results
could differ materially and the conditions to the consummation of
the transaction may not be satisfied. You are urged to consider all
such risks and uncertainties. In light of the uncertainty inherent
in such forward-looking statements, you should not consider their
inclusion to be a representation that such forward- looking matters
will be achieved. The Company assumes no obligation to and does not
plan to update any such forward-looking statement. Contact:
Strategic Distribution, Inc. Donald C. Woodring, President and
Chief Executive Officer (800) 322-2644, x 1978 DATASOURCE:
Strategic Distribution, Inc. CONTACT: Donald C. Woodring, President
and Chief Executive Officer of Strategic Distribution, Inc.,
+1-800-322-2644, ext. 1978 Web site: http://www.sdi.com/
http://www.platinumequity.com/
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