WAUKEGAN, Ill., Jan. 18, 2011 /PRNewswire/ -- Coleman Cable, Inc. (Nasdaq: CCIX) ("Coleman "),
a leading manufacturer and innovator of electrical and electronic
wire and cable products, announced today that it has delivered to
the Board of Directors of Technology Research Corporation (Nasdaq:
TRCI) ("TRC") a proposal to acquire all of the outstanding shares
of TRC for $5.50 per share in cash.
The proposed offer price represents a premium of 41% to TRC's
closing share price on January 14,
2011, the last trading day prior to the public disclosure of
Coleman's offer by TRC. The proposed offer also represents a
premium of approximately 46% to TRC's average closing share price
for the 20 trading days ending January 14,
2011. Through its legal advisors, TRC has today
informed Coleman that its Board of Directors is considering
Coleman's offer and will try to respond by January 21, 2011.
"We have attempted to engage TRC's Board of Directors on a
number of occasions and we are disappointed that rather than
engaging in constructive dialogue with Coleman, TRC's Board instead
adopted a Poison Pill to block a transaction that is clearly
friendly to its shareholders," said Gary
Yetman, President and Chief Executive Officer of Coleman.
"Given the historically low trading volume of TRC's stock, we
firmly believe that TRC shareholders will find the certainty of a
cash offer – at a premium of 46% to the average closing share price
for the 20 trading days before our offer was made public – very
attractive."
Coleman has made numerous efforts to engage TRC's Board and
management in negotiations to agree to a friendly transaction
beginning with a letter sent to TRC Chairman of the Board and Chief
Executive Officer, Mr. Owen Farren,
on December 2, 2010, which proposed
an offer price of $5.00 to $5.50 per
share. On January 3, 2011, TRC
sent a letter to Coleman indicating that TRC was not interested in
discussing Coleman's proposal. On January 5, 2011, Coleman sent a letter to TRC
reiterating its interest in discussing a possible transaction and
requesting a response by January 12,
2011. After TRC did not respond to this letter, on
January 14, 2011, Coleman
communicated to TRC a revised offer price of $5.50 per share, the top end of the range set
forth in Coleman's December 2 letter.
To date, TRC has refused to enter into any dialogue with
Coleman to explore the merits and potential terms of a transaction.
Coleman's offer to acquire all of the outstanding shares of TRC
is not subject to any financing condition and will be funded from
cash on hand and Coleman's existing borrowing facilities. Coleman's
offer is subject to customary due diligence, TRC's Board of
Directors redeeming or invalidating its Poison Pill shareholder
rights plan and the negotiation of a mutually acceptable definitive
merger agreement with respect to the acquisition.
From April 2010 through
August 2010, Coleman acquired 323,710
shares of TRC's common stock in a series of open market
transactions.
William Blair & Company, LLC
is acting as financial advisor and Winston & Strawn LLP is
acting as legal advisor to Coleman.
About Coleman Cable,
Inc.
Coleman Cable, Inc. is a leading
manufacturer and innovator of electrical and electronic wire and
cable products for the security, sound, telecommunications,
electrical, commercial, industrial, and automotive industries. With
extensive design and production capabilities and a long-standing
dedication to customer service, Coleman
Cable, Inc. is the preferred choice of cable and wire users
throughout the United States.
Additional Information
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. No tender offer
for the shares of TRC has commenced at this time. In connection
with the proposed transaction, Coleman may file tender offer
documents with the U.S. Securities and Exchange Commission (the
"SEC"). Any definitive tender offer documents will be mailed to
stockholders of TRC. INVESTORS AND SECURITY HOLDERS OF TRC ARE
URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to
obtain free copies of these documents (if and when available) and
other documents filed with the SEC by Coleman through the web site
maintained by the SEC at http://www.sec.gov.
Forward-looking statements
Various statements included in this release, including those
that express a belief, expectation or intention, as well as those
that are not statements of historical fact constitute
forward-looking statements. These statements may be identified by
the use of forward-looking terminology such as "believes," "plans,"
"anticipates," "expects," "estimates," "continues," "could," "may,"
"might," "potential," "predict," "should," or the negative thereof
or other variations thereon or comparable terminology. In
particular, statements about Coleman
Cable's expectations, beliefs, plans, objectives,
assumptions or future events, financial results or performance
contained in this release are forward-looking statements.
Coleman Cable has based these
forward-looking statements on its current expectations,
assumptions, estimates and projections. While Coleman Cable believes these expectations,
assumptions, estimates and projections are reasonable, such
forward-looking statements are only predictions and involve known
and unknown risks and uncertainties, many of which are beyond our
control. These and other important factors, including those
discussed in Coleman Cable's most
recent Annual Report on Form 10-K (available at www.sec.gov), may
cause its actual results, performance or achievements to differ
materially from any future results, performance or achievements
expressed or implied by these forward-looking statements.
In addition, any forward-looking statements represent
Coleman's views only as of today and should not be relied upon as
representing its views as of any subsequent date. While Coleman may
elect to update forward-looking statements at some point in the
future, it specifically disclaims any obligation to do so, even if
its estimates change and, therefore, you should not rely on these
forward-looking statements as representing Coleman's views as of
any date subsequent to today.
Media/ Investor
Contacts
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Coleman Cable
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Richard N. Burger
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Executive Vice President, Chief
Financial Officer, Secretary and Treasurer
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(847) 672 -2300
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Joele Frank, Wilkinson Brimmer
Katcher
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Steve Frankel / Tim
Lynch
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(212) 355-4449
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DF King & Co.,
Inc.
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Tom Long
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(212) 493-6920
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Toll Free
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(800) 848-2998
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SOURCE Coleman Cable, Inc.