Mestek Announces Commencement of Tender Offer
03 Novembre 2008 - 7:58PM
PR Newswire (US)
WESTFIELD, Mass., Nov. 3 /PRNewswire-FirstCall/ -- Mestek, Inc.
(Pink Sheets: MCCK) (the "Company") announced today the
commencement of a modified "Dutch auction" tender offer (the
"Offer") to acquire shares of its common stock. The Company intends
to spend up to $1.5 million to repurchase up to 187,500 shares of
common stock, or up to approximately 2.3% of its outstanding
shares, at a price per share not greater than $10.00 nor less than
$8.00. The Offer is scheduled to expire at 5:00 p.m., Eastern time,
on December 4, 2008, unless extended. The modified "Dutch auction"
tender offer process will allow shareholders to indicate how many
of their shares and at what price within the $8.00 to $10.00 range
the shareholders wish to tender. The prices that may be specified
increase in increments of $0.25 up to $10.00 per share, the highest
price that may be specified. On October 31, 2008, the last full
trading day prior to the commencement of the Offer, the last sale
price for the Company's common stock as reported on the Pink Sheets
was $8.00 per share, reflecting a sale that occurred on October 13,
2008. Based on the number of shares tendered and the prices
specified by the tendering shareholders, the Company will determine
the lowest price per share within the range that will enable it to
purchase a maximum of $1.5 million worth of shares (187,500 shares
or a lesser amount depending on the number of shares properly
tendered). All shares accepted in the Offer will be purchased at
the same price. The Company will not purchase shares below a price
stipulated by a shareholder, and in some cases, may purchase shares
at prices above a shareholder's stipulated price. "Odd lot" tenders
(tenders by holders of 1,000 or fewer shares of common stock of all
of the shares owned by them) will be purchased on a priority basis.
Specific instructions and a complete explanation of the terms and
conditions of the Offer will be in the offer to purchase and
related materials being mailed to shareholders of record promptly
upon commencement of the Offer. Notwithstanding any other provision
of the Offer, the Company's obligation to accept for purchase, and
to pay for, shares validly tendered pursuant to the Offer is
conditioned upon satisfaction or waiver of certain conditions as
set forth in the offer to purchase. The Company, in its sole
discretion, may waive any of the conditions of the Offer in whole
or in part, at any time or from time to time. The Company may
extend, amend or terminate the Offer as set forth in the offer to
purchase. The Offer is made in accordance with the terms of the
Company's "going private" transaction completed on August 29, 2006,
pursuant to which the Company undertook to conduct a "Dutch
auction"-style offer in each of the five calendar years following
consummation of the transaction, beginning with the year 2007, in
which it would offer to purchase, subject to its compliance with
reasonable constraints imposed by bank covenants and financial
ratios, up to $2.5 million in value of shares of its common stock.
The first such offer was completed in December 2007. This Offer
constitutes the second such offer. The Offer also complies with the
terms of a Stipulation of Settlement dated October 24, 2006,
entered by the Superior Court of the Commonwealth of Massachusetts,
Hampden County in the lawsuit entitled Alan Kahn v. John E. Reed,
et al. related to the Company's "going private" transaction. In
determining the amount of the Offer, the Company considered the
current and future potential effects on it and its customers of the
economic conditions currently being experienced in the U.S.,
particularly the decline in the pace of residential and commercial
construction and turmoil in the capital and credit markets that has
led many lenders and institutional investors to reduce, and in some
cases cease to provide funding to borrowers including other
financial institutions. Following communications with Bank of
America, the lead lender and the administrative agent under our
$80,000,000 credit facility with respect to the terms and continued
availability of the facility, which is the Company's primary source
of available credit, the Company determined that, in order to
provide for the continued ability to comply with the financial
covenants and ratios under the facility, the amount of the Offer
should be $1.5 million in value of shares of its common stock. In
accordance with the Stipulation of Settlement, the terms of the
Offer have been approved by a majority of the Board of Directors
and by a majority of the independent directors of the Board of
Directors. This press release is for informational purposes only
and is not an offer to purchase or the solicitation of an offer to
sell any shares of the Company's common stock. The solicitation of
offers to purchase the Company's common stock and specific
instructions with respect thereto will only be made pursuant to the
offer to purchase and related materials. Stockholders should read
those materials carefully because they contain important
information, including the various terms and conditions of the
Offer. Stockholders will be able to obtain copies of the offer to
purchase and related materials by calling the information agent,
MacKenzie Partners, Inc., toll free at (800) 322-2885 or collect at
(212) 929-5500, or by writing the information agent at 105 Madison
Avenue, New York, New York 10016. None of the Company, its Board of
Directors, its management, or the information agent is making any
recommendations to stockholders as to whether to tender or refrain
from tendering their shares. Stockholders are urged to evaluate
carefully all information regarding the Offer and to consult their
own investment and tax advisors before making a decision as to
whether to tender their shares and, if so, how many shares to
tender and at what price or prices to tender them. Mestek, Inc.
engages in the manufacture and sale of heating, ventilating and air
conditioning (HVAC) equipment, and metal-forming equipment in the
United States and Canada. The Company was incorporated in 1898 as
Mesta Machine Company and changed its name to Mestek, Inc. in 1984.
Mestek is headquartered in Westfield, Massachusetts. For more
information, visit http://www.mestek.com/. This news release
discusses certain matters that may be considered "forward-looking"
statements within the meaning of 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 intent,
belief or current expectations of the Company and its management.
Such forward-looking statements are not guarantees of future
performance and involve a number of risks and uncertainties that
could materially affect actual results. All information set forth
in this news release is as of today's date, and the Company
undertakes no duty to update this information. (MCCK.PK)
DATASOURCE: Mestek, Inc. CONTACT: Cindy Lacoste, Mestek, Inc.,
+1-413-568-9571, Fax: +1-413-568-7428, Web Site:
http://www.mestek.com/
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