DALLAS, May 16, 2014 /PRNewswire/ -- The Hallwood
Group Incorporated (NYSE MKT: HWG) (the "Company") today announced
that the stockholders of the Company overwhelmingly approved the
merger of HFL Merger Corporation, a wholly-owned subsidiary of
Hallwood Financial Limited ("HFL"), a corporation organized under
the laws of the British Virgin
Islands, with and into the Company (the "Merger") at the
special meeting of stockholders of the Company held on May 15, 2014.
The Merger became effective today, May
16, 2014, and pursuant to the terms and conditions set forth
in the Merger Agreement, HFL Merger Corporation merged with and
into the Company, with the Company continuing as the surviving
corporation and as a wholly owned subsidiary of HFL. HFL is
controlled by Anthony J. Gumbiner,
Chairman and Chief Executive Officer of the Company.
As a result of the Merger, each share of the Company's common
stock ("Common Stock") held by a stockholder automatically
converted into a right to receive a cash payment of $12.39 per share. The Company's transfer agent
and registrar, Computershare, will be acting as paying agent in
connection with the Merger, and as such will mail to the Company's
stockholders a Letter of Transmittal for completion by stockholders
owning Common Stock in certificated form in order to receive the
cash merger consideration. Payment of the cash merger
consideration to stockholders owning their shares in uncertificated
form will be processed automatically by Computershare.
The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Merger Agreement, as amended, which was filed as Annex A to the
Company's Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission (the "SEC") on April 8, 2014.
On May 19, 2014, as a result of
the Merger, the NYSE MKT will file a Form 25 with the SEC, pursuant
to which the Common Stock will cease to trade on the NYSE MKT
exchange and the Company will become eligible for delisting from
the NYSE MKT exchange and termination of registration under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Company intends to suspend and terminate its
reporting obligations under the Exchange Act by filing a
Certification and Notice of Termination on Form 15 with the SEC on
May 29, 2014. The Company's
obligations to file or furnish certain reports and forms with the
SEC will be suspended immediately as of the filing date of the Form
15. It is expected that the Common Stock will be delisted
from the NYSE MKT on or about May 29,
2014.
This press release includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Forward-looking statements generally can be identified by the use
of forward-looking terminology, such as "may," "might", "will,"
"would," "expect," "intend," "could," "estimate," "should,"
"anticipate", "doubt" or "believe." The Company intends that
all forward-looking statements be subject to the safe harbors
created by these laws. All statements other than statements
of historical information provided herein are forward-looking and
may contain information about financial results, economic
conditions, trends, and known uncertainties. All forward-looking
statements are based on current expectations regarding important
risk factors. Many of these risks and uncertainties are
beyond the Company's ability to control, and, in many cases, the
Company cannot predict all of the risks and uncertainties that
could cause actual results to differ materially from those
expressed in the forward-looking statements. Actual results
could differ materially from those expressed in the forward-looking
statements, and readers should not regard those statements as a
representation by the Company or any other person that the results
expressed in the statements will be achieved. Important risk
factors that could cause results or events to differ from current
expectations are described in the Company's annual report on Form
10-K for the year ended December 31,
2013 under Item 1A –"Risk Factors". These factors are
not intended to be an all-encompassing list of risks and
uncertainties that may affect the operations, performance,
development and results of the Company's business. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The
Company undertakes no obligation to release publicly the results of
any revisions to these forward-looking statements which may be made
to reflect events or circumstances after the date hereof, including
without limitation, changes in its business strategy or planned
capital expenditures, growth plans, or to reflect the occurrence of
unanticipated events, although other risks and uncertainties may be
described, from time to time, in the Company's periodic filings
with the SEC.
SOURCE The Hallwood Group Incorporated