NEW BOSTON, Mich., Sept. 6, 2019 /PRNewswire/ -- Autokiniton US
Holdings, Inc. ("Parent") today announced that Tiger Merger Sub,
Inc. (the "Offeror"), a wholly owned subsidiary of Parent, has
extended the offering period of its previously announced cash
tender offer to purchase all of the outstanding shares of common
stock of Tower International, Inc. (NYSE: TOWR) ("Tower"). The
tender offer is being made pursuant to the Agreement and Plan of
Merger, dated as of July 12, 2019, by and among the Offeror,
Parent and Tower (as it may be amended from time to time, the
"Merger Agreement"). The tender offer is now scheduled to expire at
5:00 p.m., New York City time, on September 25, 2019, unless extended or earlier
terminated, in either case pursuant to the terms of the Merger
Agreement. The tender offer, which was previously scheduled
to expire at 5:00 p.m., New York City time, on September 13, 2019, was extended to allow
additional time for the satisfaction of the conditions to the
tender offer.
Broadridge Corporate Issuer Solutions, Inc., the depositary for
the tender offer, has advised Parent that as of 5:00 p.m., New York
City time, on September 5,
2019, the last business day prior to the announcement of the
extension of the tender offer, 577,743 shares of Tower's common
stock, representing approximately 2.8% of the outstanding shares of
Tower's common stock, have been validly tendered pursuant to the
tender offer and not properly withdrawn, and no Shares have been
tendered pursuant to guaranteed delivery procedures. Shareholders
who have already tendered their shares of Tower's common stock do
not have to re-tender their shares or take any other action as a
result of the extension of the expiration date of the tender
offer.
Completion of the tender offer remains subject to the conditions
described in the tender offer statement on Schedule TO filed by the
Offeror, Parent and KPS Investors IV, Ltd., the ultimate general
partner of the ultimate parent of Parent, with the U.S. Securities
and Exchange Commission (the "SEC") on August 15, 2019, as amended (the "Schedule TO").
The tender offer will continue to be extended until all conditions
are satisfied or waived, or until the tender offer is terminated,
in either case pursuant to the terms of the Merger Agreement and as
described in the Schedule TO.
Innisfree M&A Incorporated is acting as information agent in
the tender offer. Requests for documents and questions regarding
the tender offer may be directed to Innisfree M&A Incorporated
by telephone, toll-free at (888) 750-5834 for shareholders, or
collect at (212) 750-5833 for banks and brokers.
Additional Information and Where to Find It
This document is for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell any
shares of common stock of Tower or any other securities. The
Offeror, a direct, wholly owned subsidiary of Parent, Parent and
KPS Investors IV, Ltd. have filed a tender offer statement on
Schedule TO, including an offer to purchase, a letter of
transmittal, and related documents with the SEC and Tower has filed
a solicitation/recommendation statement on Schedule 14D-9 with the
SEC with respect to the tender offer. The offer to purchase shares
of Tower's common stock is only being made pursuant to the offer to
purchase, the letter of transmittal and related documents filed as
a part of the Schedule TO, in each case as amended from time to
time. THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE,
THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS OF TOWER
ARE URGED TO READ THESE DOCUMENTS, AS FILED AND AS MAY BE AMENDED
FROM TIME TO TIME, CAREFULLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION THAT SUCH HOLDERS SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING TENDERING THEIR SHARES. Investors and security
holders may obtain a free copy of these statements and other
documents filed with the SEC at the website maintained by the SEC
at www.sec.gov. In addition, free copies of these documents may be
obtained by contacting Innisfree M&A Incorporated, the
information agent for the tender offer, toll free at (888) 750-5834
(for shareholders), or collect at (212) 750-5833 (for banks and
brokers).
Cautionary Note Regarding Forward-Looking Statements
This document contains forward-looking information related to
Tower, the Offeror, Parent and the proposed acquisition. These
forward-looking statements generally include statements that are
predictive in nature and depend upon or refer to future events or
conditions, and include words such as "believes," "plans,"
"anticipates," "projects," "estimates," "expects," "intends,"
"strategy," "future," "opportunity," "may," "will," "should,"
"could," "potential," or similar expressions. All of the statements
in this press release, other than historical facts, are
forward-looking statements and are based on a number of assumptions
that could ultimately prove inaccurate. Forward-looking statements
in this press release include, among other things, statements with
respect to the anticipated timing of the completion of the proposed
acquisition and its potential benefits, as well as Parent's plans,
expectations and intentions and projected business, results of
operations and financial condition. These forward-looking
statements reflect the current analysis of existing information and
are subject to various risks and uncertainties. As a result,
caution must be exercised in relying on forward-looking statements.
The following factors, among others, could cause actual plans and
results to differ materially from those described in
forward-looking statements: (1) risks related to the
satisfaction of the conditions to closing the proposed acquisition
in the anticipated timeframe or at all, including uncertainties as
to how many shares of Tower's common stock will be tendered in the
tender offer and the possibility that the acquisition does not
close, (2) the possibility that alternative acquisition
proposals will be made, (3) the possibility that Tower will
terminate the Merger Agreement to enter into an alternative
business combination, (4) the possibility that various closing
conditions may not be satisfied and required regulatory approvals
may not be obtained, (5) the risk of litigation and regulatory
actions related to the proposed acquisition, which may delay the
proposed acquisition, and (6) risks regarding the failure to
obtain the necessary financing to complete the proposed
acquisition. Other factors that could cause actual results to
differ materially from those matters expressed in or implied by
such forward-looking statements are set forth under "Risk Factors"
in Tower's most recent annual report on Form 10-K and subsequent
quarterly reports on Form 10-Q, the Schedule TO and other tender
offer documents filed by Parent and its affiliates, and the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by
Tower. Tower's filings with the SEC are available publicly on the
SEC's website at www.sec.gov, or on Tower's website at
https://towerinternational.com/ under the "Investors" section. All
such forward-looking statements speak only as of the date they are
made. Except as required by law or regulation, Tower undertakes no
obligation to update or revise any forward-looking statements to
reflect subsequent events, circumstances or otherwise.
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SOURCE Autokiniton US Holdings, Inc.