Steel Excel Inc. Commences Tender Offer for Shares of iGO, Inc.
SCOTTSDALE, Ariz. & WHITE PLAINS, N.Y., July 25, 2013 (GLOBE NEWSWIRE) -- iGO,
Inc. (Nasdaq:IGOI) (the "Company") and Steel Excel Inc. (Other OTC:SXCL)
("Steel") announced today that Steel has commenced a cash tender offer to
acquire up to 1,316,866 of the outstanding shares of the Company's common
stock, representing a 44.0% ownership position in the Company on a
fully-diluted basis, at a price of $3.95 per share.
The tender offer is scheduled to expire at 5:00 p.m., New York City time, on
Thursday, August 22, 2013, unless the offer is extended or earlier terminated.
Documents with instructions on how Company stockholders may participate in the
tender offer will be filed with the Securities and Exchange Commission ("SEC")
today and will be mailed or otherwise made available to Company stockholders
After the expiration of the offer, provided all conditions to the offer have
been met, Company stockholders who validly tendered and did not withdraw their
shares prior to the expiration of the offer will receive payment for their
tendered shares in cash, payable without interest and less any applicable
withholding taxes, subject to proration for tenders by other stockholders if
the tender offer is oversubscribed.
The tender offer is being made pursuant to the previously announced Stock
Purchase and Sale Agreement entered into by the Company and Steel on July 11,
2013 (the "Sale Agreement").The Sale Agreement and the transactions
contemplated thereby, including the tender offer, have been unanimously
approved by the boards of directors of both companies.
Under the terms of the Sale Agreement, the tender offer is conditioned upon,
among other things, the valid tender of at least 897,864 of the outstanding
shares of the Company's common stock. If at least 897,864, but less than
1,316,866, of the outstanding shares of the Company's common stock 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 per share
as paid in the tender offer, such that Steel's interest in the Company
following the transaction will constitute 44.0% of the then outstanding shares
of the Company's common stock on a fully diluted basis.
Upon completion of the tender offer, Steel will have the right to designate
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.
Adage Capital Partners, L.P., one of the Company's principal stockholders,
owning approximately 612,457 of the Company's outstanding common stock, has
entered into a tender and voting agreement with Steel and the Company pursuant
to which Adage has agreed to, among other things, tender all of its shares of
the Company's common stock in the tender offer, subject to proration for
tenders by other stockholders.
Steel is filing with the SEC today a Tender Offer Statement on Schedule TO,
including an Offer to Purchase and related Letter of Transmittal, setting
forth in detail the terms of the tender offer, including instructions for
Company stockholders who wish to tender their shares.Additionally, the
Company is filing with the SEC today a Solicitation/Recommendation Statement
on Schedule 14D-9 setting forth in detail, among other things, the
recommendation of the Company's board of directors that the Company's
stockholders tender their shares in the tender offer.
About iGO, Inc.
iGO, Inc. offers a full line of innovative accessories for almost every mobile
electronic device on the market. Whether consumers want to power, protect,
listen to, share, cool, hold or connect to their devices, 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
The solicitation and the offer to buy shares of the Company's common stock is
being made pursuant to an Offer to Purchase and related materials that Steel
is filing with the SEC. Steel is filing a Tender Offer Statement on Schedule
TO with the SEC today in connection with the commencement of the offer, and
the Company is filing a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC today with respect to the tender offer. Stockholders are
advised to read the Offer to Purchase and the Letter of Transmittal, the
Solicitation/Recommendation Statement, and all related documents as they
contain important information about the tender offer and the proposed
transactions. Stockholders may obtain these documents free of charge from the
SEC's website at www.sec.gov, or by contacting MacKenzie Partners, Inc., the
information agent for the tender offer, at (800) 322-2885 (U.S. toll free) or
email@example.com. In addition, copies of the
Solicitation/Recommendation Statement and other filings containing information
about the Company, the tender offer and the transactions contemplated by the
Sale Agreement may be obtained, 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
It is not anticipated that stockholder approval of the Sale Agreement or the
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 SEC 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."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 and
closing 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. undertakes to update the
disclosures made herein, and you are urged to read their respective filings
with the Securities and Exchange Commission.
CONTACT: Tony Rossi
MacKenzie Partners, Inc.
iGO, Inc. Logo
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