International Wire Commences Dutch Auction Tender Offer for Its Common Stock Business Wire NEW YORK -- November 19, 2012 International Wire Group Holdings, Inc. (the “Company”) (Pink Sheets: ITWG) announced today that it has commenced a traditional “Dutch auction” tender offer (the “Offer”) to repurchase shares of its common stock with an aggregate purchase price of up to $60.0 million. The Offer begins today, November 19, 2012, and will expire at 5:00 p.m., New York City time, on December 18, 2012, unless extended or earlier terminated by the Company. On the terms and subject to the conditions of the Offer, the Company’s stockholders will have the opportunity to tender some or all of their shares at a price within the range of $15.00 to $17.50 per share in increments of $0.25 per share, net to the seller in cash, without interest. The Company will purchase shares properly tendered and not withdrawn within the specified price range at a per share purchase price selected by each tendering stockholder, with the shares tendered at the lowest per share purchase price purchased first. If, after purchasing all shares tendered at the lowest per share purchase price, the Company has not purchased shares for $60.0 million in aggregate, the Company will then purchase shares tendered at the next lowest per share purchase price, and will continue to purchase shares at each succeeding per share purchase price increment, from lowest to highest, until the Company has purchased shares for $60.0 million in aggregate. If all shares properly tendered and not withdrawn upon the expiration of the Offer have an aggregate purchase price of less than $60.0 million, the Company will purchase all of the shares. If all shares properly tendered and not withdrawn upon the expiration of the Offer have an aggregate purchase price of more than $60.0 million, the Company will purchase all shares tendered below the highest accepted purchase price and all shares tendered at the highest accepted purchase price on a pro rata basis, as described in the offer to purchase being distributed to stockholders. As described in the offer to purchase, the order of priority for purchases may be affected to address odd lots (i.e., holders of less than 100 shares) and conditional offers. Shares not purchased in the Offer will be returned at the Company’s expense promptly following the expiration of the Offer. Tenders of shares must be made on or prior to the expiration of the Offer and may be withdrawn at any time on or prior to the expiration of the Offer. The Offer is not subject to a minimum number of shares being tendered. Shares may not be tendered in the Offer by guaranteed delivery. If the Offer is fully subscribed, then shares of common stock having an aggregate purchase price of $60.0 million will be purchased, representing approximately 35.0% to 40.9% of the Company’s issued and outstanding shares as of November 14, 2012. The information agent for the Offer is D.F. King and Co., Inc. and the depositary is Computershare Trust Company, N.A. The offer to purchase, the related letter of transmittal, and the other Offer materials will be mailed to the Company’s stockholders shortly after commencement of the Offer. Stockholders who have questions or would like additional copies of the Offer documents, when available, may call the information agent at (800) 628-8536. Banks and brokers may call (212) 269-5550. The Company’s Board of Directors has approved the Offer. However, none of the Company, its Board of Directors, the depositary, or the information agent makes any recommendation to any stockholder as to whether to tender or refrain from tendering any shares or as to the price or prices at which stockholders may choose to tender their shares. The Company has not authorized any person to make any such recommendation. Stockholders must decide whether to tender their shares and, if so, how many shares to tender and at what price or prices. In doing so, stockholders should carefully evaluate all of the information in the offer to purchase, the related letter of transmittal, and the other Offer materials, when available, before making any decision with respect to the Offer, and should consult their own financial and tax advisors. The offer to purchase, the related letter of transmittal and the other Offer materials will be mailed to the Company’s stockholders shortly. Stockholders should read those materials carefully when they become available because they will contain important information, including the terms and conditions of the Offer. Our directors, executive officers and affiliates are entitled to participate in the Offer on the same basis as all other stockholders. The share ownership of our directors, executive officers and affiliates who do not tender shares in the Offer will increase as a percentage of our outstanding shares following the consummation of the Offer. Tender Offer Statement This press release is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell, any shares of the Company’s common stock. The Offer will be made only pursuant to the offer to purchase, the related letter of transmittal and the other Offer materials, which will be mailed to stockholders upon commencement of the Offer. Stockholders should read the offer to purchase, the related letter of transmittal and the other Offer materials carefully when they become available because they will contain important information, including the terms and conditions of the Offer and complete instructions on how to tender shares of the Company’s common stock. Copies of these materials may be obtained from the information agent, D.F. King & Co., Inc., at (800) 628-8536 (toll free). Forward-Looking Information is Subject to Risk and Uncertainty This press release may include certain “forward-looking” statements. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “expects,” “may,” “will,” “would,” “should,” “seeks,” “pro forma,” “anticipates,” “intends,” “plans,” “estimates,” or the negative of any thereof or other variations thereof or comparable terminology, or by discussions of strategy or intentions. These statements are not guarantees of future actions or performance and involve risks, uncertainties and assumptions as to future events that may not prove to be accurate. Actual actions or results may differ materially from what is expressed or forecasted in these forward-looking statements as we may be unable to complete the Offer. As a result, these statements speak only as of the date they were made and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. There can be no assurance that any stockholder will tender shares in the Offer or if tendered, at what price within the price range established by the Company in connection with the offer to purchase, or the aggregate amount of shares the Company will purchase in the Offer. Many other important factors could cause our results to differ materially from those expressed in these forward looking statements. These factors include, but are not limited to, general market conditions, national or global events affecting the capital markets, unforeseen developments in our business or industry or changes in law or regulations governing our ability to complete the tender Offer. About International Wire Group Holdings, Inc. International Wire Group Holdings, Inc., through its wholly owned subsidiary International Wire Group, Inc., is a leading manufacturer and marketer of wire products, including bare, silver-plated, nickel-plated and tin-plated copper wire, engineered wire products and high performance conductors, for other wire suppliers, distributors and original equipment manufacturers. Our products include a broad spectrum of copper wire configurations and gauges with a variety of electrical and conductive characteristics, which enables us to offer customers a primary source for many of their wire and cable product requirements. Our products are utilized by a wide variety of customers, that then sell to a diverse array of end users across a wide range of end markets, primarily in the aerospace and defense, automotive/specialty vehicles, consumer and appliance, electronics and data communications, industrial/energy, medical electronics and medical device industries. We manufacture and distribute our products at 20 facilities located in the United States, Belgium, France, Italy and Poland. ITWG-G Contact: International Wire Group Holdings, Inc. Glenn J. Holler, 314-238-1322 Senior Vice President, Chief Financial Officer and Secretary
International Wire Commences Dutch Auction Tender Offer for Its Common Stock
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