CARROLLTON, Ga. and
WAUKEGAN, Ill., Dec. 20, 2013 /PRNewswire/ -- Southwire Company
("Southwire") and Coleman Cable,
Inc. (NASDAQ: CCIX) ("Coleman") today announced that the companies
have entered into a definitive merger agreement under which
Southwire will acquire Coleman for $26.25 per share in cash. The transaction, which
values Coleman at approximately $786
million, including the assumption of $294 million in net debt, was unanimously
approved by the Coleman board of directors. The parties
currently anticipate the transaction will close in the first
quarter of 2014.
The $26.25 per share in cash
represents a premium of approximately 16.6 percent to the closing
share price on October 29, 2013, the
last trading day prior to media reports about a potential
transaction, and a premium of 29.6 percent over the volume weighted
average closing price of Coleman's common stock for the 90 days
ending October 29, 2013.
"The combination of Southwire and Coleman will create one of the
wire and cable industry's preeminent companies with the ability to
provide world-class service to its customers through a more robust
and higher-quality offering of products and services, operational
excellence and a stronger platform for enhanced product
innovation," said Stuart Thorn,
president and chief executive officer of Southwire.
"Coleman's exceptional engineering capabilities across multiple end
markets and stellar reputation among customers make it an ideal fit
with Southwire. Our shared focus on technology and innovation
will allow us to better serve our respective customers, while also
saving them time and money. Southwire's outstanding team of
motivated, loyal and experienced people is one of our greatest
strengths, and we look forward to welcoming the talented and
dedicated Coleman team to the Southwire family, where together we
will achieve new levels of growth, innovation and service."
"We are pleased to announce this transaction, which delivers
immediate and certain cash value to our stockholders and supports a
strong future for Coleman," said Gary
Yetman, president and chief executive officer of Coleman.
"By partnering with Southwire, Coleman will benefit from
Southwire's extraordinary track record of operational success as we
continue to execute on our mission of expanding product offerings
and sales and exceeding the expectations of our diverse and growing
customer base. As one of North
America's largest producers of wire and cable, Southwire is
a proven industry leader and together we will continue building on
the solid momentum our team worked so hard to create."
Until the merger is complete, both Southwire and Coleman will
continue to operate as separate companies. Following the
transaction's closing, Coleman's management team will join the
Southwire organization, and Southwire expects to maintain a
significant presence in Waukegan.
Terms of the Transaction
Under the terms of the merger agreement, Southwire will commence
a tender offer by January 6, 2014, to
acquire all of the outstanding shares of Coleman common stock for
$26.25 per share in cash.
Following successful completion of the tender offer, Southwire will
acquire all remaining shares not tendered in the offer through a
second step merger at the same price as in the tender offer.
The consummation of the tender offer is subject to various
conditions, including a minimum tender of at least a majority of
outstanding Coleman shares on a fully diluted basis, the expiration
or termination of the waiting period under the Hart Scott Rodino
Antitrust Improvements Act, and other customary conditions. The
tender offer is not subject to a financing condition.
Southwire has received debt financing commitments that have been
arranged by Bank of America Merrill Lynch, Wells Fargo Bank, N.A.,
BMO Capital Markets and Macquarie Capital, in connection with the
financing of the transaction, which are subject to customary terms
and conditions.
Certain stockholders, including trusts for the benefit of family
members of David Bistricer and
Nachum Stein, the co-chairmen of the
board of directors of Coleman, and Nachum
Stein, have each entered into tender support agreements with
Southwire to tender 7.4% (and together 14.8%) of the Coleman
outstanding shares into the tender offer.
Advisors
Macquarie Capital and Wells Fargo Securities are serving as
financial advisors to Southwire and Kirkland & Ellis LLP is
serving as legal advisor. Jefferies LLC is serving as financial
advisor to Coleman and Sullivan & Cromwell LLP and Winston
& Strawn LLP are serving as legal advisors.
About Southwire Company
A leader in technology and
innovation, Southwire Company is one of North America's largest wire and cable
producers. Southwire and its subsidiaries manufacture building wire
and cable, metal-clad (MC) cable, cord products (including Tappan™
sound, security, and communication cables through Tappan Wire &
Cable Inc.), utility cable products, industrial power cable, OEM
wire products, SCR® copper and aluminum rod, and continuous casting
technology. Southwire also supplies MAXIS® Contractor Equipment and
Southwire™ Electrician's Tools to the commercial, industrial,
retail, electrical wholesale outlet and utility construction
markets. To learn more about Southwire's products, community
involvement, and its vision for a sustainable Southwire, please
visit Southwire on the web at www.southwire.com.
About Coleman Cable,
Inc.
Coleman Cable, Inc. is a
leading manufacturer and innovator of electrical and electronic
wire and cable products for residential and commercial
construction, industrial, OEM, and consumer applications, with
operations in the United States,
Honduras, and Canada. The
Company's broad product offering enables it to provide its
customers a single source for many of their wire and cable
requirements. It manufactures the majority of its products in
nine domestic production facilities and sells products to more than
8,000 active customers in a wide variety of end markets. It
operates three segments: Distribution, OEM, and Engineered
Solutions. For more information, visit
www.colemancable.com.
Forward Looking Statements
This press release includes forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995, that are subject to risks, uncertainties and other factors.
All statements other than statements of historical fact are
statements that could be deemed forward-looking statements,
including all statements regarding the intent, belief or current
expectation of Coleman Cable and
members of their senior management team. Forward-looking statements
include, without limitation, statements regarding business
combination and similar transactions, prospective performance,
future plans, events, expectations, performance, objectives and
opportunities and the outlook for the companies' businesses,
including, without limitation, the ability to achieve any
particular result with respect to any businesses or products;
filings and approvals relating to the transaction; the expected
timing of the completion of the transaction; the ability to
complete the transaction considering the various closing
conditions; the availability of financing to consummate the
transaction; and any assumptions underlying any of the foregoing.
Investors are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and
uncertainties and are cautioned not to place undue reliance on
these forward-looking statements. Actual results may differ
materially from those currently anticipated due to a number of
risks and uncertainties. Risks and uncertainties that could cause
the actual results to differ from expectations contemplated by
forward-looking statements include: uncertainties as to the timing
of the tender offer and merger; uncertainties as to how many of
Coleman Cable's stockholders will
tender their stock in the offer; the possibility that various
closing conditions for the transaction may not be satisfied or
waived, including with respect to regulatory approvals; the effects
of the transaction on relationships with employees, customers,
other business partners or governmental entities; other business
effects, including the effects of industry, economic or political
conditions outside of Coleman
Cable's control; transaction costs; actual or contingent
liabilities; and other risks and uncertainties detailed from time
to time in documents filed with the Securities and Exchange
Commission ("SEC") by Coleman Cable,
including current reports on Form 8-K, quarterly reports on Form
10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9
to be filed by Coleman Cable and the
tender offer documents to be filed by Southwire Company.
Coleman Cable assumes no obligation
to update any forward-looking statements as a result of new
information, future developments or otherwise, except as expressly
required by law. All of the materials related to the offer
(and all other offer documents filed with the SEC) will be
available at no charge from the SEC through its website at
www.sec.gov. Investors and security holders may also obtain
free copies of the documents filed with the SEC by Coleman Cable at www.colemancable.com.
Additional Information and Where to Find it
The tender
offer described in this press release has not yet commenced.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell shares of Coleman. At the
time the offer is commenced, Southwire will file a Tender Offer
Statement on Schedule TO with the U.S. Securities and Exchange
Commission, and Coleman will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the offer. Coleman
stockholders and other investors are urged to read the tender offer
materials (including an Offer to Purchase, a related Letter of
Transmittal and certain other offer documents) and the
Solicitation/Recommendation Statement, as they may be amended from
time to time, when they become available because they will contain
important information that should be read carefully before any
decision is made with respect to the tender offer. These
materials will be sent free of charge to all stockholders of
Coleman Cable. In addition,
all of these materials (and all other materials filed by
Coleman Cable with the SEC) will be
available at no charge from the SEC through its website at
www.sec.gov. Investors and security holders may also
obtain free copies of the documents filed with the SEC by
Coleman Cable at
www.colemancable.com
SOURCE Southwire Company