International Wire Commences Dutch Auction Tender Offer for Its Common Stock
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The Company will purchase shares properly tendered and not withdrawn within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If all shares properly tendered and not withdrawn upon the expiration of the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withdrawn upon the expiration of the Offer have an aggregate purchase price of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may be withdrawn at any time on or prior to the expiration of the Offer.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
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.
International Wire Group Holdings, Inc.
Glenn J. Holler, 314-238-1322
Senior Vice President, Chief Financial Officer and Secretary
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