Accuride Board Reconfirms Support for the
Crestview Transaction and Announces Adoption of Limited Duration
Shareholder Rights Plan
Accuride Corporation (NYSE:ACW) (“Accuride”) – a leading
supplier of components to the North American and European
commercial vehicle industries – today announced the expiration of
the 35-day “go shop” period included in the previously announced
merger agreement under which Accuride will be acquired by an
affiliate of Crestview Partners for $2.58 per share in cash (the
“Transaction”).
Under the terms of the merger agreement, Accuride and its
representatives were permitted to solicit and engage in
negotiations with respect to alternative acquisition proposals
until 11:59 p.m. (Eastern Time) on October 7, 2016. During the “go
shop” period, Accuride and its representatives solicited
alternative acquisition proposals from 59 potential acquirers.
During such time, 4 parties executed a confidentiality agreement
with Accuride, but no party submitted an alternative acquisition
proposal.
Accuride has filed with the Securities and Exchange Commission
preliminary proxy materials related to the special meeting of
shareholders to vote on the proposed transaction. Details regarding
the date, time and place of the special meeting of shareholders
will be announced when the definitive proxy materials are finalized
and filed.
The Transaction is expected to be completed in the fourth
quarter of 2016, subject to Accuride shareholder approval and other
customary closing conditions. The Federal Trade Commission granted
early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 in connection with the merger as
of September 27, 2016.
Accuride’s Board acknowledged its receipt of the letter, dated
October 7, 2016, from Coliseum Capital Management with respect to
the Transaction. John Risner, Chairman of the Board of the Company,
stated: “The Accuride Board believes that the Crestview transaction
offers certain, compelling and immediate value to our shareholders.
We look forward to a constructive dialogue with Coliseum Capital
Management to understand their perspective and to discuss the
factors that led to our determination that the Crestview
transaction is in the best interests of all Accuride shareholders
and our unanimous recommendation that the Accuride shareholders
vote to approve the Crestview transaction.”
Accuride expects to reach out to other shareholders as well to
understand their perspectives.
The Accuride Board also announced that, in order to ensure the
full and fair opportunity for all shareholders to make an informed
decision with respect to the Transaction, and to mitigate the risk
that a shareholder or group of shareholders accumulates an
ownership position that now or in the future results in a transfer
of actual or de facto control without paying an appropriate control
premium, the Accuride Board has authorized a limited duration
shareholder rights plan (the “Rights Plan”). The Rights Plan is
scheduled to expire upon the earlier of March 31, 2017 and
immediately prior to the completion of the Transaction.
Terms of the Rights Plan
Under the terms of the Rights Plan, one preferred stock purchase
right will be distributed for each share of common stock held by
shareholders of record on October 21, 2016. Subject to certain
exceptions, the rights will be exercisable if a person or group
acquires 20% or more of the Company’s common stock (including the
number of shares that are synthetically owned pursuant to
derivative transactions or ownership of derivative securities) or
announces a tender offer for 20% or more of the common stock. Under
certain circumstances, each right will entitle shareholders to buy
one one-hundredth of a share of Series A Junior Participating
Preferred Stock of the Company at an exercise price of $7.75. The
Company’s Board of Directors will be entitled to redeem the rights
at $0.01 per right at any time before a person or group has
acquired 20% or more of the outstanding common stock. The Rights
Plan also includes a qualifying offer provision, which allows
shareholders to demand a special meeting to consider redemption of
the rights plan in response to a qualifying offer. The rights will
expire on the earlier to occur of March 31, 2017 or immediately
prior to the completion of the Transaction, unless earlier
redeemed, exchanged or terminated by the Company.
Subject to limited exceptions, if a person or group acquires 20%
or more of the outstanding common stock of the Company or announces
a tender offer for 20% or more of the common stock (“acquiring
person”), each right will entitle the right holder to purchase, at
the right’s then-current exercise price, a number of shares of
common stock having a market value at that time of twice the
right’s exercise price. Rights held by the acquiring person will
become void and will not be exercisable. If the Company is acquired
in a merger or other business combination transaction that has not
been approved by the Board of Directors after the rights become
exercisable, each right will entitle its holder to purchase, at the
right’s then-current exercise price, a number of shares of the
acquiring company’s common stock having a market value at that time
of twice the right’s exercise price.
The dividend distribution to establish the new rights plan will
be payable to shareholders of record on October 21, 2016. The
rights distribution is not taxable to shareholders. For further
details about the Rights Plan, please see the Form 8-K to be filed
with the U.S. Securities and Exchange Commission at
www.sec.gov.
About Accuride CorporationWith headquarters in
Evansville, Ind., USA, Accuride Corporation is a leading supplier
of components to the North American and European commercial vehicle
industries. The company’s products include commercial vehicle
wheels and wheel-end components and assemblies. The company’s
products are marketed under its brand names, which include
Accuride®, Accuride Wheel End Solutions™, Gunite® and Gianetti
Ruote™. Accuride’s common stock trades on the New York Stock
Exchange under the ticker symbol ACW. For more information:
www.AccurideCorp.com
Additional Information About the Acquisition and Where to
Find ItA special meeting of the shareholders of Accuride will
be announced as promptly as practicable to seek shareholder
approval in connection with the proposed merger. Accuride filed a
preliminary proxy statement and related materials with the
Securities and Exchange Commission (“SEC”) on September 30, 2016
and, when completed, it expects to file a definitive proxy
statement with the SEC. The definitive proxy statement will be sent
or given to the shareholders of Accuride and will contain important
information about the proposed transaction and related matters.
INVESTORS OF ACCURIDE ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT ACCURIDE, ARMOR PARENT CORP., ARMOR
MERGER SUB CORP. AND THE MERGER. Investors may obtain a free copy
of these materials (when they are available) and other documents
filed by Accuride with the SEC at the SEC’s website at www.sec.gov,
at Accuride’s website at www.accuridecorp.com or by sending a
written request to Accuride at 7140 Office Circle, Evansville,
Indiana 47715, Attention: General Counsel and Corporate
Secretary.
Participants in the SolicitationAccuride and its
directors, executive officers and certain other members of
management and employees may be deemed to be participants in
soliciting proxies from its shareholders in connection with the
merger. Information regarding the persons who may, under the rules
of the SEC, be considered to be participants in the solicitation of
Accuride’s shareholders in connection with the merger will be set
forth in Accuride’s definitive proxy statement for its special
shareholder meeting. Additional information regarding these
individuals and any direct or indirect interests they may have in
the merger will be set forth in the definitive proxy statement when
it is filed with the SEC in connection with the merger. Information
relating to the foregoing can also be found in Accuride’s
definitive proxy statement for its 2016 Annual Meeting of
Shareholders (the “2016 Proxy Statement”), which was filed with the
SEC on March 18, 2016. To the extent that holdings of Accuride’s
securities have changed since the amounts set forth in the 2016
Proxy Statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Forward-Looking StatementsCertain statements contained in
this document may be considered forward-looking statements within
the meaning of the U.S. securities laws, including Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements
regarding the proposed transaction and the ability to consummate
the proposed transaction. These forward-looking statements
generally include statements that are predictive in nature and
depend upon or refer to future events or conditions, and include
words such as “believes,” “plans,” “anticipates,” “projects,”
“estimates,” “expects,” “intends,” “strategy,” “future,”
“opportunity,” “may,” “will,” “should,” “could,” “potential,” or
similar expressions. Statements that are not historical facts are
forward-looking statements. Forward-looking statements are based on
current beliefs and assumptions that are subject to risks and
uncertainties. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
they are made. Actual results could differ materially from those
contained in any forward-looking statement as a result of various
factors, including, without limitation: (1) Accuride may be unable
to obtain shareholder approval for the proposed transaction; (2)
the conditions to the closing of the proposed transaction may not
be satisfied and required regulatory approvals may not be obtained;
(3) the proposed transaction may involve unexpected costs,
liabilities or delays; (4) the business of Accuride may suffer as a
result of uncertainty surrounding the proposed transaction; (5) the
outcome of any legal proceedings related to the proposed
transaction; (6) Accuride may be adversely affected by other
economic, business, legislative, regulatory and/or competitive
factors; (7) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (8) risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the proposed transaction; (9) the failure
by Armor Parent Corp. or Armor Merger Sub Corp. to obtain the
necessary debt and equity financing arrangements set forth in the
commitment letters received in connection with the proposed
transaction; and (10) other risks to consummation of the proposed
transaction, including the risk that the proposed transaction will
not be consummated within the expected time period or at all. If
the proposed transaction is consummated, Accuride’s shareholders
will cease to have any equity interest in Accuride and will have no
right to participate in its earnings and future growth. The
foregoing review of important factors that could cause actual
results to differ from expectations should not be construed as
exhaustive and should be read in conjunction with statements that
are included herein and elsewhere, including Accuride’s filings
with the SEC, including its Annual Report on Form 10-K for the year
ended December 31, 2015 and recent Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K filed with the SEC, which are
available on the SEC’s website at www.sec.gov. Except as required
by applicable law, Accuride undertakes no obligation to update any
forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise. Accuride does not intend, and assumes no obligation,
to update any forward-looking statements. Accuride’s filings with
the SEC, including its Annual Report on Form 10-K for the year
ended December 31, 2015, the 2016 Proxy Statement and recent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
filed with the SEC, which are available on the SEC’s website at
www.sec.gov.
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Media Relations Contact for Accuride
CorporationTimothy G. Weir, APR, 812-962-5128Director of
Public Affairs, Communications &
Marketingtweir@accuridecorp.comorJoele Frank, Wilkinson Brimmer
KatcherDan Katcher, Jim Golden or Priscila Roney,
212-355-4449orInvestor Relations Contact for Accuride
CorporationTodd Taylor, 812-962-5105Vice President and
Treasurerttaylor@accuridecorp.com
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