Smith & Wesson Holding Corporation Announces Results of Tender Offer
SPRINGFIELD, Mass., July 24, 2013
SPRINGFIELD, Mass., July 24, 2013 /PRNewswire/ --Smith & Wesson Holding
Corporation (NASDAQ Global Select Market: SWHC), a leader in firearm
manufacturing and design, today announced the preliminary results of its
fixed-price cash tender offer (the "Offer"), which expired at 12:00 midnight,
New York City time, on the evening of July 23, 2013.
Based on the preliminary count by Interwest Transfer Company, Inc., the
depositary for the Offer (the "Depositary"), the company expects to accept for
payment an aggregate of 1,431,747 shares of its common stock at a purchase
price of $11.00 per share, at a total cost to the company of approximately
$15.7 million, excluding fees and expenses relating to the Offer.
Based on the preliminary count by the Depositary, an aggregate of 1,431,747
shares were properly tendered and not withdrawn, including 366,723 shares that
were tendered through notice of guaranteed delivery. These shares represent
approximately 2.2 percent of shares issued and outstanding.
The number of shares to be purchased is preliminary. The determination of the
final number of shares to be purchased is subject to confirmation by the
Depositary of the proper delivery of the shares validly tendered. The actual
number of shares validly tendered will be announced following the completion
of the confirmation process. Payment of shares will be made in cash, without
interest. Payment for the shares accepted for purchase under the Offer will be
On June 13, 2013, the company announced that its Board of Directors had
approved the repurchase of up to $100.0 million of the company's outstanding
common stock, including the repurchase for cash of up to $75.0 million of
common stock by way of a fixed-price issuer tender offer, with the remaining
authorized balance to be repurchased in the open market or privately
negotiated transactions.Following the expiration of the Offer, the company
remains authorized to repurchase up to approximately $84.3 million of common
stock in the open market or privately negotiated transactions. This
authorization is subject to modification or termination by the company's Board
of Directors at any time. Pursuant to Rule 13e-4(f) under the Securities
Exchange Act of 1934, as amended, any such additional repurchases by the
company of shares of its common stock shall not occur prior to the expiration
of at least ten business days after the expiration date of the Offer.
The Offer was made pursuant to an Offer to Purchase, dated June 17, 2013, as
amended and supplemented by the Supplement to the Offer to Purchase, dated
July 10, 2013, and the related Amended Letter of Transmittal, dated July 10,
2013, in which the company offered to purchase up to 6,818,181 shares at a
price of $11.00 per share.
Cowen and Company, LLC is the dealer manager for the Offer and Innisfree M&A
Incorporated is the information agent for the Offer.
About Smith & Wesson
Smith & Wesson Holding Corporation (NASDAQ Global Select Market: SWHC) is a
U.S.-based leader in firearm manufacturing and design, delivering a broad
portfolio of quality firearms, related products, and training to the global
military, law enforcement, and consumer markets. The company's brands include
Smith & Wesson®, M&P® and Thompson/Center Arms™. Smith & Wesson facilities are
located in Massachusetts and Maine. For more information on Smith & Wesson,
log on to www.smith-wesson.com.
Safe Harbor Statement
This press release contains forward-looking statements. Forward-looking
statements are identifiable by words or phrases such as "anticipates,"
"intends," "expects," "believes" and "will," and similar words and phrases.
Certain statements contained in this press release may be deemed to be
forward-looking statements under federal securities laws, and we intend that
such forward-looking statements be subject to the safe-harbor created
thereby. Such forward-looking statements include statements regarding the
company's expectation of the number of shares to purchased and statements
regarding the company's repurchase program. We caution that these statements
are qualified by important factors that could cause actual results to differ
materially from those reflected by such forward-looking statements.
Additional information about the risk factors to which we are exposed and
other factors that may adversely affect these forward-looking statements is
contained in our reports and filings with the Securities and Exchange
Commission, including our Annual Report on Form 10-K for the fiscal year ended
April 30, 2013. Investors should not place undue reliance on forward-looking
statements as predictions of future results. The company undertakes no
obligation to update or revise any forward-looking statements to reflect
developments or information obtained after the date of this press release
except as otherwise required by law.
Contact: Liz Sharp, VP Investor
Smith & Wesson Holding Corp.
SOURCE Smith & Wesson Holding Corporation
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