Special Meeting of Applica's Shareholders to Reconvene on January 23, 2007
January 17 2007 - 12:37PM
Business Wire
Applica Incorporated (NYSE:APN) today announced that, as previously
planned and announced, its special meeting of shareholders
scheduled to be held at 11:00 a.m. Eastern Standard Time today to
vote on the merger agreement with affiliates of Harbinger Capital
Partners Master Fund I, Ltd. and Harbinger Capital Partners Special
Situations Fund, L.P. (together, �Harbinger Capital Partners�) was
convened and adjourned until 11:00 a.m. Eastern Standard Time on
January 23, 2007, without a vote on any proposal other than the
adjournment. The proposal to adopt the Harbinger Capital Partners
merger agreement, under which Harbinger Capital Partners would
acquire all outstanding shares of Applica that it does not
currently own for $8.25 per share in cash, without interest, will
be submitted to a vote of Applica�s shareholders at the reconvened
meeting at 11:00 a.m. Eastern Standard Time on January 23, 2007,
subject to any further adjournment. The record date for the
reconvened meeting will remain November 27, 2006. The Applica Board
of Directors continues to recommend that Applica shareholders (i)
vote �FOR� the adoption of the amended merger agreement between
Applica and affiliates of Harbinger Capital Partners and (ii)
reject the NACCO tender offer and NOT tender their shares in the
NACCO tender offer. Shareholders may submit their proxies to vote
their shares on the proposals until 11:00 a.m. Eastern Standard
Time on January�23, 2007. In order to vote their shares in favor of
the Harbinger Capital Partners agreement, shareholders should
complete, date, sign and return the proxy card enclosed with the
previously distributed definitive proxy statement as soon as
possible. Shareholders who have any questions about the definitive
proxy statement, the proxy supplements thereto, the Schedule 14d-9
recommendation statement, the amendments thereto, the amended
merger agreement or the merger, or who need assistance with the
voting procedures, should contact Applica�s proxy solicitor,
Georgeson Inc., at 17 State Street, New York, New York 10004 or
call toll-free at 866-857-2624. About Applica Incorporated: Applica
and its subsidiaries are marketers and distributors of a broad
range of branded and private-label small household appliances.
Applica markets and distributes kitchen products, home products,
pest control products, pet care products and personal care
products. Applica markets products under licensed brand names, such
as Black & Decker�; its own brand names, such as Windmere�,
LitterMaid�, Belson� and Applica�; and other private-label brand
names. Applica�s customers include mass merchandisers, specialty
retailers and appliance distributors primarily in North America,
Mexico, Latin America and the Caribbean. Additional information
about Applica is available at www.applicainc.com. About Harbinger
Capital Partners: The Harbinger Capital Partners investment team
located in New York City manages in excess of $5�billion in capital
through two complementary strategies. Harbinger Capital Partners
Master Fund I, Ltd. is focused on restructurings, liquidations,
event-driven situations, turnarounds and capital structure
arbitrage, including both long and short positions in highly
leveraged and financially distressed companies. Harbinger Capital
Partners Special Situations Fund, L.P. is focused on distressed
debt securities, special situation equities and private loans/notes
in a predominantly long-only strategy. The statements contained in
this news release that are not historical facts are
�forward-looking statements.� These forward-looking statements are
made subject to certain risks and uncertainties, which could cause
actual results to differ materially from those presented in these
forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. Applica undertakes no obligation to
publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof. Among the
factors that could cause plans, actions and results to differ
materially from current expectations are, without limitation: the
failure to obtain approval of the merger from Applica shareholders;
disruption from the merger making it more difficult to maintain
relationships with customers, employees or suppliers; claims by
NACCO Industries, Inc. and HB-PS Holding Company, Inc. related to
the termination of their merger agreement with Applica; changes in
the sales prices, product mix or levels of consumer purchases of
small household appliances; bankruptcy of or loss of major retail
customers or suppliers; changes in costs, including transportation
costs, of raw materials, key component parts or sourced products;
fluctuation of the Chinese currency; delays in delivery or the
unavailability of raw materials, key component parts or sourced
products; changes in suppliers; exchange rate fluctuations, changes
in the foreign import tariffs and monetary policies, and other
changes in the regulatory climate in the foreign countries in which
Applica buys, operates and/or sells products; product liability,
regulatory actions or other litigation, warranty claims or returns
of products; customer acceptance of changes in costs of, or delays
in the development of new products; increased competition,
including consolidation within the industry; and other risks and
uncertainties detailed from time to time in Applica�s Securities
and Exchange Commission (�SEC�) filings. In connection with the
proposed transaction with affiliates of Harbinger Capital Partners,
Applica has filed a definitive proxy statement, proxy supplements,
a Schedule�14d-9 recommendation statement and amendments thereto
with the SEC. Investors and security holders are urged to read the
definitive proxy statement, the proxy supplements, the Schedule
14d-9 recommendation statement, the amendments thereto and any
other relevant documents filed with the SEC in connection with the
proposed transaction because they contain important information
about Applica, the proposed transaction with affiliates of
Harbinger Capital Partners, the NACCO tender offer and related
matters. The definitive proxy statement, several proxy supplements,
the Schedule�14d-9 recommendation statement and several amendments
thereto have been mailed to Applica shareholders and a supplement
and an amended Schedule�14d-9 recommendation statement will be
mailed to Applica�s shareholders. Investors and security holders
may obtain free copies of these documents as they become available
through the website maintained by the SEC at www.sec.gov. In
addition, the documents filed with the SEC may be obtained free of
charge by directing such requests to Applica Incorporated, 3633
Flamingo Road, Miramar, Florida 33027, Attention: Investor
Relations (954-883-1000), or from Applica Incorporated�s website at
www.applicainc.com. Applica Incorporated and its directors,
executive officers and certain other members of Applica management
may be deemed to be participants in the solicitation of proxies
from Applica shareholders with respect to the proposed transaction.
Information regarding the interests of these officers and directors
in the proposed transaction has been included in the proxy
statement filed with the SEC. In addition, information about
Applica�s directors, executive officers and members of management
is contained in Applica�s most recent proxy statement and annual
report on Form 10-K, which are available on Applica�s website and
at www.sec.gov. Black & Decker� is a trademark of The Black
& Decker Corporation, Towson, Maryland.
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