MISCOR Group Announces End of "Go-Shop" Period
MASSILLON, Ohio, April 22, 2013
MASSILLON, Ohio, April 22, 2013 /PRNewswire/ -- MISCOR Group, Ltd. (OTCQB:
MIGL) ("MISCOR") today announced the expiration of the 30-day "go-shop" period
pursuant to the terms of the previously announced Agreement and Plan of Merger
(the "Merger Agreement"), dated as of March 13, 2013, by and among MISCOR,
Integrated Electrical Services, Inc. and IES Subsidiary Holdings, Inc.
Under the Merger Agreement, MISCOR had the right to solicit acquisition
proposals from third parties for a 30-day period ending 12:01 a.m. on April
13, 2013. During the "go-shop" period, Western Reserve Partners LLC, MISCOR's
financial advisor, contacted numerous potential acquirers that MISCOR and
Western Reserve believed might have been interested in acquiring MISCOR.
MISCOR did not receive any alternative acquisition proposals prior to the
expiration of the "go-shop" period.
About MISCOR Group, Ltd.
MISCOR, through its subsidiaries, provides electrical and mechanical solutions
to customers both in the United States and abroad. The company operates in two
segments, Industrial Services and Rail Services. For more information about
MISCOR, please visit www.miscor.com.
Information set forth in this press release contains "forward-looking
statements" (as defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended),
which reflect MISCOR's and IES' expectations regarding future events. The
forward-looking statements involve substantial risks and uncertainties that
could significantly affect expected results, and actual future results and
stockholder values of MISCOR, IES, and the combined company could differ
materially from those described in these statements. Such forward-looking
statements include, but are not limited to, statements about the expected
value of the merger consideration, the benefits of the business combination
transaction involving MISCOR and IES, including future financial and operating
results, accretion to IES' earnings per share arising from the transaction,
the expected amount and timing of cost savings and operating synergies,
whether and when the transactions contemplated by the merger agreement will be
consummated, the new combined company's business strategy, plans, market and
other expectations, objectives, intentions and other statements that are not
The following additional factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: the inability
to consummate the merger; the inability to achieve, or difficulties and delays
in achieving, synergies and cost savings relating to the merger; difficulties
and delays in obtaining consents and approvals, including shareholder
approvals, that are conditions to the completion of the merger; the ability of
MISCOR and IES to enter into, and the terms of, future contracts; the impact
of governmental laws and regulations; the adequacy of sources of liquidity;
the ability of IES to retain certain employees key to the ongoing success of
the combined company and the availability of other skilled personnel; the
effect of litigation, claims and contingencies; the inability to carry out
plans and strategies as expected; future capital expenditures and
refurbishment, repair and upgrade costs; delays in refurbishment and upgrade
projects; the sufficiency of funds for required capital expenditures, working
capital and debt service; liabilities under laws and regulations protecting
the environment; the impact of a material adverse effect on either company;
and the impact of purchase accounting. Additional factors that may affect
future results are contained in MISCOR's and IES' filings with the Securities
and Exchange Commission (the "SEC"), which are available at the SEC's web site
http://www.sec.gov. MISCOR and IES disclaim any duty to update and revise
statements contained in these materials based on new information or otherwise.
Forward-looking statements are provided in this press release pursuant to the
safe harbor established under the private Securities Litigation Reform Act of
1995 and should be evaluated in the context of the estimates, assumptions,
uncertainties, and risks described herein.
Important Information for Investors and Security Holders
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval.
MISCOR and IES will file with the SEC a Registration Statement on Form S-4
that will include a joint proxy statement of MISCOR and IES that also will
constitute a prospectus of IES regarding the proposed transaction. INVESTORS
AND SECURITY HOLDERS OF MISCOR AND IES ARE URGED TO CAREFULLY READ THE JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
REGARDING IES, MISCOR AND THE PROPOSED TRANSACTION. A definitive joint proxy
statement/prospectus will be sent to the holders of common stock of MISCOR and
IES seeking their approval of the proposed transaction. Investors and security
holders may obtain a free copy of the proxy statement/prospectus (when
available) and other documents filed by IES and MISCOR with the SEC at the
SEC's web site at www.sec.gov. You may also read and copy any reports,
statements or other information filed with the SEC at the SEC public reference
room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the
SEC at (800) 732-0330 or visit the SEC's website for additional information on
its public reference room.
The joint proxy statement/prospectus and such other documents (relating to
MISCOR) may also be obtained from MISCOR for free (when available) from
MISCOR's web site at www.miscor.com or by directing a request to: MISCOR
Group, Ltd., 800 Nave Rd., SE, Massillon, Ohio 44646, Attention: Investor
Relations, or by phone at (330) 830-3500.
The joint proxy statement/prospectus and such other documents (relating to
IES) may also be obtained from IES for free (when available) from IES' web
site at www.ies-corporate.com or by directing a request to: Integrated
Electrical Services, Inc., 5433 Westheimer Road, Suite 500, Houston, Texas
77056, Attention: Investor Relations, or by phone at (713) 860-1500.
Participants in the Solicitation
MISCOR, its directors, executive officers and certain members of management
and employees may be considered "participants in the solicitation" of proxies
from MISCOR's stockholders in connection with the proposed transaction.
Information regarding such persons and a description of their interests in the
proposed transaction will be contained in the joint proxy statement/prospectus
when it is filed with the SEC.
IES, its directors, executive officers and certain members of management and
employees may be considered "participants in the solicitation" of proxies from
IES' stockholders in connection with the proposed transaction. Information
regarding such persons and a description of their interests in the proposed
transaction will be contained in the joint proxy statement/prospectus when it
is filed with the SEC.
SOURCE MISCOR Group, Ltd.
Contact: Michael Moore, CEO, MISCOR Group, Ltd., (330) 830-3501; James
Lindstrom, CEO, Integrated Electrical Services, Inc., (203) 992-1111; Phil
Denning, ICR Inc., firstname.lastname@example.org, (203) 682-8246
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