Steel Excel Inc. to Acquire Interest in iGO, Inc.
SCOTTSDALE, Ariz. and WHITE PLAINS, N.Y., July 11, 2013 (GLOBE NEWSWIRE) --
iGO, Inc. (Nasdaq:IGOI) (the "Company") announced today that it has entered
into a definitive Stock Purchase and Sale Agreement (the "Sale Agreement")
with Steel Excel Inc. (Other OTC:SXCL) ("Steel"), pursuant to which Steel will
commence a cash tender offer to purchase up to 44.0% of the outstanding shares
of the Company's common stock on a fully-diluted basis at a price of $3.95 per
share. The offer price represents a 71.7% premium to the Company's closing
stock price on the NASDAQ of $2.30 on July 10, 2013. The Sale Agreement and
the transactions contemplated thereby have been unanimously approved by the
boards of directors of both companies.
iGO, Inc. Logo
Steel Excel Inc. logo
Steel's obligation to complete the tender offer is subject to the tender of at
least 30.0% of the outstanding shares of the Company's common stock on a
fully-diluted basis. If at least 30.0%, but less than 44.0%, of the
outstanding shares of the Company's common stock on a fully-diluted basis are
tendered in the tender offer, Steel is obligated to purchase from the Company
newly issued shares of the Company's common stock at the same price as paid in
the tender offer so that Steel's interest in the Company following such
transaction will constitute the 44.0% threshold. Upon completion of the tender
offer, Steel will be able to appoint two of the Company's four directors.
Further, a new president and chief executive officer will be appointed to
replace Michael D. Heil, who currently holds the position.
The board of directors of the Company has unanimously agreed to recommend that
the Company's stockholders tender their shares to Steel in the tender offer,
subject to their fiduciary duties. Adage Capital Partners, L.P., one of the
Company's principal stockholders, owning approximately 21.0% of the Company's
outstanding common stock, has entered into a tender and voting agreement with
Steel committing to tender all of its shares of the Company's common stock in
the tender offer subject to proration for tenders by other stockholders.
"After careful and thorough analysis, together with the advice of our
financial advisor, the Board has endorsed this transaction as being in the
best interest of the Company and our stockholders," said Mr. Heil. "We are
pleased that the transaction provides stockholders cash for part of their
investment in the Company at a significant premium to the market price, while
also enabling investors to retain equity in the Company and participate in its
future direction under new stewardship."
"iGO, Inc. has a superior brand, a reputation for delivering high quality
products and a strong balance sheet," said Jack L. Howard, Steel Excel's
principal executive officer. "We intend to work closely with the iGO employee
team, our manufacturing and distribution partners and iGO's valued customers
to together build our businesses and create value for our shareholders and all
It is anticipated that the tender offer will commence in the next two weeks,
with closing anticipated approximately 30 days thereafter. Closing is subject
to customary conditions, as well as the 30% minimum condition. There is no
About iGO, Inc.
iGO, Inc. offers a full line of innovative accessories for almost every mobile
electronic device on the market. Whether a consumer wants to power, protect,
listen to, share, cool, hold or connect to their device, iGO has the
accessories they need.
iGO's products are available at www.igo.com as well as through leading
resellers and retailers. For additional information call 480-596-0061, or
iGO is a registered trademark of iGO, Inc. All other trademarks or registered
trademarks are the property of their respective owners.
About Steel Excel Inc.
Steel Excel Inc., through its two business segments, Steel Energy Ltd. and
Steel Sports Inc., is committed to acquiring, strengthening and growing
profitable businesses. Steel Energy provides well servicing, workover and
other services to the oil and gas industry. Steel Sports is a network of
branded participatory and experience-based businesses engaged in sports,
training, entertainment and consumer lifestyle. More information is available
at Steel Excel's website: www.steelexcel.com.
Important information about the tender offer
This announcement and the description contained herein are for informational
purposes only and are not an offer to purchase or a solicitation of an offer
to sell securities of iGO, Inc. The tender offer described herein has not yet
been commenced. At the time the tender offer is commenced, Steel Excel Inc.
intends to file a tender offer statement on a Schedule TO containing an offer
to purchase, a letter of transmittal and other related documents with the
Securities and Exchange Commission. At the time the tender offer is commenced,
iGO, Inc. intends to file with the Securities and Exchange Commission a
solicitation/recommendation statement on Schedule 14D-9. Such documents will
be mailed to stockholders of record and will also be made available for
distribution to beneficial owners of common stock of iGO, Inc. The
solicitation of offers to buy common stock of iGO, Inc. will only be made
pursuant to the offer to purchase, the letter of transmittal and related
documents. Stockholders are advised to read the offer to purchase and the
letter of transmittal, the solicitation/recommendation statement, and all
related documents, if and when such documents are filed and become available,
as they will contain important information about the tender offer and proposed
transaction. Stockholders can obtain these documents when they are filed and
become available free of charge from the Securities and Exchange Commission's
website at www.sec.gov, or from the information agent Steel Excel Inc.
selects. In addition, copies of the solicitation/recommendation statement and
other filings containing information about iGO, Inc., the tender offer and the
transactions contemplated by the Sale Agreement may be obtained, if and when
available, without charge, by directing a request to iGO, Inc. Attention:
Chief Executive Officer, at 17800 N. Perimeter Drive, Suite 200, Scottsdale,
Arizona 85255, or on iGO, Inc.'s corporate website at www.igo.com.
It is not anticipated that stockholder approval of the Sale Agreement or
transactions contemplated by it will be required. This press release does not
constitute proxy solicitation material and no stockholder should submit any
proxy or other voting document to iGO, Inc. at this time. If a stockholder
vote is later determined to be required, iGO, Inc. would file with the
Securities and Exchange Commission and make available to stockholders a proxy
statement and proxy card complying with applicable rules, which stockholders
would be urged to review before voting.
Certain statements made in this press release are "forward-looking statements"
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements may be identified by, among other things, the use of
forward-looking terminology such as "believes," "expects," "may," "should,"
"intend" or "anticipates" or the negative thereof or other variations thereon
or comparable terminology, or by discussions of strategy that involve risks
and uncertainties. Such forward-looking statements include the ability of iGO,
Inc. and Steel Excel Inc. to complete the transactions contemplated by the
Sale Agreement, including the parties' ability to satisfy the conditions set
forth in the Sale Agreement and the possibility of any termination of the Sale
Agreement, and other statements regarding the timing and the closing of the
tender offer and transactions contemplated by the Sale Agreement. These
statements are based on current expectations of future events. If underlying
assumptions prove inaccurate or unknown, or unknown risks or uncertainties
materialize, actual results could vary materially from iGO, Inc.'s or Steel
Excel Inc.'s expectations and projections. Risks and uncertainties include,
among other things, uncertainties as to the timing of the tender offer and the
transactions contemplated by the Sales Agreement; uncertainties as to how many
of iGO's stockholders will tender their stock in the tender offer; the
possibility that various closing conditions to the tender offer and the
transactions contemplated by the Sale Agreement may not be satisfied or
waived, including that there is a material adverse change to iGo; other
business effects, including effects of industry, economic or political
conditions outside the company's control; as well as other cautionary
statements contained in iGO, Inc.'s periodic reports filed with the Securities
and Exchange Commission, including in its Annual Report on Form 10-K for the
year ended December 31, 2012, as well as in Steel Excel Inc.'s periodic
reports filed with the Securities and Exchange Commission, including in its
Annual Report on Form 10-K for the year ended December 31, 2012. Neither iGO,
Inc. nor Steel Excel Inc. undertake to update the disclosures made herein, and
you are urged to read their respective filings with the Securities and
CONTACT: Tony Rossi
MacKenzie Partners, Inc.
Steel Excel Inc.
iGO, Inc. Logo
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