NEW BOSTON, Mich., Sept. 20, 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 27,
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 25, 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 19, 2019, the last business day
prior to the announcement of the extension of the tender offer,
2,743,412 shares of Tower's common stock, representing
approximately 13.3% 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offer and not properly withdrawn, and no Shares have been tendered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.
Parent Contact for Media Relations:
Mark Semer or Daniel
Yunger, Kekst CNC, +1 212 521 4800
Information Agent Contact:
Shareholders may call toll
free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833
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SOURCE Autokiniton US Holdings, Inc.