Lancer Corporation Responds to Unsolicited 'Mini-Tender Offer'
27 Mars 2004 - 12:07AM
PR Newswire (US)
Lancer Corporation Responds to Unsolicited 'Mini-Tender Offer' SAN
ANTONIO, March 26 /PRNewswire-FirstCall/ -- Lancer Corporation has
learned that SCM Acquisition Fund, LLC (SCM) an affiliate of Sutter
Capital Management LLC, has made an offer to purchase up to 450,000
shares of Lancer's common stock (representing approximately 4.8% of
Lancer's outstanding common stock) for $1.00 per share. Lancer does
not recommend or endorse this unsolicited offer and urges its
stockholders to use extreme caution in considering the offer.
Mini-tender offers seek less than 5% of a company's stock, thereby
avoiding many disclosure and procedural protections afforded to
stockholders by the Federal securities laws and the rules of the
U.S. Securities and Exchange Commission (SEC). The SEC has issued
an investor alert regarding mini-tender offers, which can be found
on its web site http://www.sec.gov/investor/pubs/minitend.htm .
According to the SEC investor alert, mini-tender offers "have been
increasingly used to catch investors off guard. Many investors who
hear about mini-tender offers surrender their securities without
investigating the offer, assuming that the price offered includes
the premium usually present in larger, traditional tender offers.
But they later learn that they cannot withdraw from the offer and
may end up selling their securities at below- market prices." The
SEC recommends that investors scrutinize mini-tender offers
carefully to make sure they understand the terms of the tender
offer before tendering their shares. According to the offering
document, shareholders tendering their shares to SCM will not have
withdrawal rights unless the offer is amended or is extended beyond
May 22, 2004 and SCM may terminate or amend the offer in the event
Lancer is not current with its SEC filings by the expiration of the
offer. The offer has a current expiration date of April 23, 2004.
Lancer has not been current with its SEC filings since August 16,
2003 and will not be current until its new independent auditors,
who were engaged on March 1, 2004, have completed their financial
audit of Lancer for 2003 and the preceding three fiscal years and
all applicable reviews of quarterly periods. Upon engagement, the
independent auditors estimated that completion of this process
would take a minimum of four months, and possibly longer. Lancer
advises shareholders to consult their own brokers or financial
advisors concerning this offer prior to tendering any shares.
Contact: Scott Adams ofLancer Corporation, +1-210-310-7065
DATASOURCE: Lancer Corporation CONTACT: Scott Adams of Lancer
Corporation, +1-210-310-7065 Web site: http://www.lancercorp.com/
http://www.sec.gov/investor/pubs/minitend.htm
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