WAUKEGAN, Ill. and CLEARWATER, Fla., March
28, 2011 /PRNewswire/ -- Coleman
Cable, Inc. (Nasdaq: CCIX) ("Coleman"), a leading
manufacturer and innovator of electrical and electronic wire and
cable products, and Technology Research Corporation (Nasdaq: TRCI)
("TRC"), a recognized leader in providing cost-effective engineered
solutions for applications involving power management and control,
intelligent battery systems technology and electrical safety
products, today announced a definitive merger agreement.
Under the terms of the agreement, Coleman will acquire all of
the outstanding shares of TRC for $7.20 per share in cash, in a transaction valued
at approximately $51.5 million on a
fully diluted basis. The cash consideration represents a
premium of approximately 84.6 percent to TRC's closing share price
on January 14, 2011, the last trading
day before TRC announced its receipt of Coleman's indication of
interest. The transaction will be funded with Coleman's cash
on hand and existing borrowing facilities, and is not subject to
any financing condition.
The agreement has been unanimously approved by the Boards of
Directors of both companies. The Board of Directors of TRC
recommends that TRC shareholders tender their shares in the tender
offer contemplated by the merger agreement. Coleman owns 323,710
TRC shares, or approximately 4.9% of TRC's outstanding shares.
"TRC is an exceptional company with markets and products that
are well-aligned with our business," said Gary Yetman, President and Chief Executive
Officer of Coleman. "With the addition of TRC's power
management and storage business, we will further diversify our
portfolio to provide a wider range of electrical solutions to
benefit our customers. We firmly believe this transaction
will deliver meaningful value to Coleman shareholders while
providing additional opportunities for employees of the combined
company. We have enjoyed working with the TRC management team
to reach agreement on a mutually beneficial transaction and
anticipate a seamless integration for all of the combined company's
stakeholders."
Raymond Malpocher, TRC's lead
independent Director stated, "We are excited to have TRC join a
long-standing partner and industry leader. This merger will
allow TRC to leverage its technology in power management and power
storage with Coleman's broad marketing and distribution
capabilities, enhancing the growth prospects of the entire
enterprise. This merger represents an excellent opportunity
for our shareholders, customers, and employees."
Under the terms of the agreement, it is anticipated that Coleman
will commence a tender offer for all of the outstanding shares of
TRC on April 11, 2011. The
tender offer will not be closed until the conclusion of the "go
shop" period described below. If the first step tender offer
is successfully completed, Coleman will acquire any of the TRC
common shares not tendered in the tender offer through a second
step merger transaction in which the remaining shares of TRC are
converted into a right to receive the same consideration per share
as paid in the tender offer.
TRC has exempted the transactions contemplated by the merger
agreement from its shareholder rights plan adopted on January 18, 2011. The tender offer
transaction, which is subject to customary closing conditions, is
expected to close within 45 to 60 days in the absence of a superior
proposal.
As contemplated by the merger agreement, TRC, with the
assistance of its independent advisors, will solicit superior
proposals from third parties during the next 45 days. TRC
does not anticipate disclosing any developments regarding this
process unless and until its Board of Directors makes a decision
with respect to a potential superior proposal. There is no
assurance that this process will result in a superior proposal.
Coleman will terminate its tender offer if TRC accepts a
superior proposal and terminates the merger agreement in accordance
with its terms.
Advisors
William Blair & Company, LLC
is acting as financial advisor, Winston & Strawn LLP is acting
as legal advisor and Gunster is acting as Florida counsel to Coleman. Hyde Park
Capital is acting as financial advisor and Hill, Ward &
Henderson, P.A. is acting as legal advisor to TRC. Houlihan
Lokey also provided financial advice to TRC's Board of Directors
with respect to the transaction.
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.
For more information, please visit www.colemancable.com.
About Technology Research Corporation
Technology Research Corporation is a recognized leader in
providing cost-effective engineered solutions for applications
involving power management and control, intelligent battery systems
technology and electrical safety products based on its proven
ground fault sensing and Fire Shield® technology. These products
are designed, manufactured and distributed to the consumer,
commercial and industrial markets worldwide. TRC also supplies
power monitors and control equipment to the United States Military
and its prime contractors. More information is available at
www.trci.net.
IMPORTANT INFORMATION ABOUT THE TENDER OFFER
This press release is not an offer to purchase or a solicitation
of an offer to sell securities of TRC. The planned tender
offer by Coleman for all of the outstanding shares of common stock
of TRC has not been commenced. On commencement of the tender
offer, Coleman will mail to TRC shareholders an offer to purchase
and related materials and TRC will mail to its shareholders a
solicitation/recommendation statement with respect to the tender
offer. Coleman will file its offer to purchase with the
Securities and Exchange Commission (the "SEC") on Schedule TO, and
TRC will file its solicitation/recommendation statement with the
SEC on Schedule 14D-9. TRC shareholders are urged to read
these materials carefully when they become available, since they
will contain important information, including terms and conditions
of the offer. TRC shareholders may obtain a free copy of
these materials (when they become available) and other documents
filed by Coleman or TRC with the SEC at the website maintained by
the SEC at www.sec.gov. These materials also may be obtained
(when they become available) for free by contacting the information
agent for the tender offer (when one is selected).
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995 of TRC: Some
of the statements in this press release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 and the Securities Exchange Act of
1934. These statements are related to future events,
other future financial performance or business strategies, and may
be identified by terminology such as "may," "will," "should,"
"expects," "scheduled," "plans," "intends," "anticipates,"
"believes," "estimates," "potential," or "continue," or the
negative of such terms, or other comparable
terminology. These statements are only predictions
and are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed in the
forward-looking statements. In evaluating these
statements, you should specifically consider the factors
discussed in filings with the Securities and Exchange
Commission, including the annual report on Form 10-K for the year
ended March 31, 2010, TRC's quarterly
reports on Form 10-Q, and periodic reports on Form 8-K.
Do not rely on any forward-looking statement, as TRC
cannot predict or control many of the factors that ultimately may
affect its ability to achieve the results estimated. TRC makes no
promise to update any forward-looking statement, whether as a
result of changes in underlying factors, new information, future
events or otherwise.
Media / Investor Contacts
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For Coleman Cable,
Inc.
Coleman Cable,
Inc.
Richard N. Burger
Executive Vice President, Chief
Financial Officer, Secretary and Treasurer
(847) 672 -2300
Joele Frank, Wilkinson Brimmer
Katcher
Steve Frankel / Tim
Lynch
(212) 355-4449
DF King & Co.,
Inc.
Tom Long
(212) 493-6920
Toll Free
(800) 848-2998
|
For Technology Research
Corporation
Technology Research
Corporation
Robert D. Woltil
Chief Financial
Officer
(727) 812-0551
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SOURCE Coleman Cable, Inc.;
Technology Research Corporation