WAUKEGAN, Ill. and CLEARWATER, Fla., April
12, 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 that Coleman has commenced a tender offer
to acquire all of the outstanding shares of TRC for $7.20 per share in cash (the "Offer"). The
Offer is being made pursuant to the terms of the previously
announced definitive merger agreement (the "Agreement") entered
into between Coleman and TRC on March 28,
2011.
Upon the successful closing of the Offer, shareholders of TRC
will receive $7.20 in cash for each
share of the common stock of the Company tendered in the Offer,
without interest and less any applicable withholding taxes.
Following completion of the tender offer, pursuant to the terms of
the Agreement, Coleman will acquire any of the TRC common shares
not tendered in the tender offer through a 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 Offer.
Today, Coleman is filing with the Securities and Exchange
Commission (SEC) a tender offer statement on Schedule TO,
including an offer to purchase and related letter of transmittal,
setting forth in detail the terms of the tender offer. In addition,
TRC is filing with the SEC today a Solicitation/Recommendation
Statement on Schedule 14D-9 setting forth in detail, among other
things, the recommendation of TRC's Board of Directors that the
shareholders of TRC tender their shares pursuant to the Offer.
There is no financing condition to the Offer. The Offer is
subject to the satisfaction of certain conditions set forth in the
Agreement, including there being validly tendered and not withdrawn
that number of shares of TRC common stock that, together with all
other shares owned by Coleman, represents a majority of the total
number of outstanding shares of common stock of TRC on a fully
diluted basis, and other customary conditions.
The Offer is scheduled to expire at 12:00 Midnight, New York City time, on Friday, May 13, 2011, unless otherwise extended.
As contemplated by the Agreement, TRC, with the assistance of
its independent advisors, will solicit superior proposals from
third parties until May 11, 2011. 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.
Copies of the offer to purchase, letter of transmittal and other
related materials, including the Solicitation/Recommendation
Statement, are available free of charge from D.F. King & Co., Inc., the Information Agent
for the Offer, at (800) 848-2998 (toll-free). The Depositary
for the Offer is BNY Mellon Shareowner Services.
Advisors
William Blair & Company,
L.L.C. 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. In connection with the
tender offer, Coleman is mailing to TRC shareholders an offer to
purchase and related materials and TRC is mailing to its
shareholders a solicitation/recommendation statement. 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 D.F. King & Co., Inc., the information agent
for the tender offer, at (800) 848-2998 (toll free).
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
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For
Technology Research Corporation
Technology
Research Corporation
Robert D.
Woltil
Chief Financial
Officer
(727) 812-0551
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SOURCE Coleman Cable, Inc.