Integrated Electrical Services and MISCOR Group Announce Merger
HOUSTON & MASSILLON, Ohio -- August 23, 2013
Integrated Electrical Services, Inc. (NASDAQ:IESC) (“IES”) and MISCOR Group,
Ltd. (OTCQB:MIGL) (“MISCOR”), today announced the merger consideration to be
paid by IES to MISCOR shareholders in connection with the merger of MISCOR
into IES Subsidiary Holdings, Inc., a wholly owned subsidiary of IES. Pursuant
to the terms of the merger agreement, at the effective time of the merger,
each outstanding share of MISCOR common stock will be converted into the right
to receive, at the election of the holder, either 0.3118 shares of IES common
stock or cash consideration of $1.48, subject to the maximum cash amount
payable under the merger agreement. The deadline for elections will be 5:00
p.m., New York time, on September 10, 2013. Any MISCOR shareholder that does
not make a valid election prior to the election deadline will be deemed to
have elected to receive, and will be paid, the stock consideration.
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. In
connection with the proposed merger, IES has filed with the Securities and
Exchange Commission (the “SEC”), and the SEC has declared effective, a
registration statement on Form S-4 that includes a joint proxy statement of
IES and MISCOR that also constitutes a prospectus of IES regarding the
proposed transaction. INVESTORS AND SECURITY HOLDERS OF IES AND MISCOR ARE
URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT
CONTAINS IMPORTANT INFORMATION REGARDING IES, MISCOR AND THE PROPOSED
TRANSACTION. A definitive joint proxy statement/prospectus has been sent to
security holders of IES and MISCOR seeking their approval of the proposed
transaction. Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus 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
IES) may also be obtained from IES for free 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. The joint proxy
statement/prospectus and such other documents (relating to MISCOR) may also be
obtained from MISCOR for free 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.
Information on the IES and MISCOR websites or any other website is not
incorporated by reference herein.
Participants in the Solicitation
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 is contained in the joint proxy statement/prospectus filed with
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 is contained in the joint proxy statement/prospectus
filed with the SEC.
Information set forth herein contains “forward-looking statements” (as defined
in Section 21E of the Securities Exchange Act of 1934, as amended), within the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995, which reflect IES’ and MISCOR’s 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 IES, MISCOR 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 benefits of
the business combination transaction involving IES and MISCOR, 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 historical facts.
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 that are conditions to the
completion of the merger; the ability of IES and MISCOR 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; and the impact of
purchase accounting. Additional factors that may affect future results are
contained in IES’ and MISCOR’s filings with the SEC, which are available at
the SEC’s web site http://www.sec.gov. IES and MISCOR disclaim any duty to
update and revise statements contained in these materials based on new
information or otherwise.
About Integrated Electrical Services, Inc.
Integrated Electrical Services, Inc. is a leading national provider of
electrical infrastructure services to the communications, commercial,
industrial and residential markets. Our 2,500 employees serve clients
throughout the United States. For more information about IES, please visit
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.
Integrated Electrical Services, Inc.
James Lindstrom, CEO, 203-992-1111
Phil Denning, 203-682-8246
MISCOR Group, Ltd.
Michael Moore, CEO, 330-830-3501
Press spacebar to pause and continue. Press esc to stop.