WSI Industries Board and Special Committee Reject DPW Holdings Demands
19 Mars 2018 - 1:06PM
WSI Industries, Inc. (Nasdaq: WSCI) reported that
the WSI Board of Directors and the Special Committee of the Board
of Directors have responded by letter dated March 19, 2018 to the
February 16, 2018 demands made by DPW Holdings, Inc., a WSI
shareholder.
In its February 16, 2018 letter, DPW Holdings stated its
intention to conduct a tender offer for control of over 50% of
WSI’s shares. DPW Holdings demanded WSI Special Committee
approval to become an “interested shareholder,” which would allow
DPW Holdings to engage in a business combination transaction with
WSI Industries as a +50% owner of WSI’s shares if the tender offer
were successful, and also requested that WSI Industries opt-out of
the Control Share Acquisition provisions of Minnesota Statutes so
that DPW Holdings would not lose voting rights on shares acquired
in the proposed tender offer.
As stated in the March 19, 2018 response letter, the WSI Board
of Directors and Special Committee of the Board of Directors
determined that, because DPW Holdings does not have adequate
capital to finance the proposed tender offer as shown by its
filings with the Securities and Exchange Commission, DPW Holdings
has not made a good faith proposal to acquire WSI shares in the
proposed tender offer and DPW Holdings has not made a bona fide
written offer to make a control share acquisition in the proposed
tender offer. The Special Committee has also determined that
approving DPW as an “interested shareholder” under the Business
Combination provisions would not be in best interests of all WSI
shareholders. Accordingly, the demands by DPW Holdings in its
February 16, 2018 letter were rejected in full.
To view the March 19, 2018 response letter of the WSI Industries
Board of Directors and Special Committee, click here.
About WSI Industries, Inc.
WSI Industries, Inc. (Nasdaq: WSCI) is a leading contract
manufacturer that specializes in the machining of complex,
high-precision parts for a wide range of industries, including
automotive, avionics and aerospace, energy, recreational
powersports vehicles, small engines, bioscience and the defense
markets. For more information about WSI Industries, visit
www.wsiindustries.com.
For additional information:
Michael Pudil (President & CEO) or Paul D. Sheely (CFO)
(763) 295-9202
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