Mestek Announces Commencement of Tender Offer
23 Octubre 2007 - 2:54PM
PR Newswire (US)
WESTFIELD, Mass., Oct. 23 /PRNewswire-FirstCall/ -- Mestek, Inc.
(Pink Sheets: MCCK.PK) (the "Company") announced today the
commencement of a modified "Dutch auction" tender offer to acquire
shares of its common stock. The Company intends to spend up to $2.5
million to repurchase up to 208,334 shares of common stock, or up
to approximately 2.5% of its outstanding shares, at a price per
share not greater than $15.25 nor less than $12.00. The tender
offer is scheduled to expire at 5:00 p.m., Eastern Time, on
November 26, 2007, unless extended. The modified "Dutch auction"
tender offer will allow shareholders to indicate how many of their
shares and at what price within the $12.00 to $15.25 range the
shareholders wish to tender. The prices that may be specified
increase in increments of $0.25 up to $15.25 per share, the highest
price that may be specified. The lower end of the price range for
the offer is less than the last sale price for the shares on
October 22, 2007, the last full trading day prior to the
commencement of the tender offer, when the last sale price for the
Company's common stock as reported on the Pink Sheets was $14.25
per share, reflecting a sale occurring on October 19, 2007. The
higher end of the price range is above that last sale price. Based
on the number of shares tendered and the prices specified by the
tendering shareholders, the Company will determine the lowest price
per share within the range that will enable it to purchase a
maximum of $2.5 million worth of shares (208,334 shares or a lesser
amount depending on the number of shares properly tendered). All
shares accepted in the tender offer will be purchased at the same
price. The Company will not purchase shares below a price
stipulated by a shareholder, and in some cases, may purchase shares
at prices above a shareholder's stipulated price. "Odd lot" tenders
(tenders by holders of 1,000 or fewer shares of common stock of all
of the shares owned by them) will be purchased on a priority basis.
Specific instructions and a complete explanation of the terms and
conditions of the tender offer will be in the offer to purchase and
related materials being mailed to shareholders of record promptly
upon commencement of the tender offer. Notwithstanding any other
provision of the tender offer, the Company's obligation to accept
for purchase, and to pay for, shares validly tendered pursuant to
the tender offer is conditioned upon satisfaction or waiver of
certain conditions as set forth in the offer to purchase. The
Company, in its sole discretion, may waive any of the conditions of
the tender offer in whole or in part, at any time or from time to
time. The Company may extend, amend or terminate the tender offer
as set forth in the offer to purchase. The offer complies with the
terms of a Stipulation of Settlement dated October 24, 2006,
entered by the Superior Court of the Commonwealth of Massachusetts,
Hampden County in the lawsuit entitled Alan Kahn v. John E. Reed,
et al. related to the Company's "going private" transaction, which
was consummated on August 29, 2006. Pursuant to the Stipulation of
Settlement the Company is required to conduct a "Dutch
auction"-style offer to purchase up to $2.5 million in value of
shares of its common stock in each of the five calendar years
following consummation of the "going private" transaction,
beginning with the year 2007. None of the Company, its Board of
Directors, its management, or the information agent is making any
recommendations to stockholders as to whether to tender or refrain
from tendering their shares. Stockholders are urged to evaluate
carefully all information regarding the tender offer and to consult
their own investment and tax advisors before making a decision as
to whether to tender their shares and, if so, how many shares to
tender and at what price or prices to tender them. This press
release is for informational purposes only and is not an offer to
purchase or the solicitation of an offer to sell any shares of the
Company's common stock. The solicitation of offers to purchase the
Company's common stock and specific instructions with respect
thereto will only be made pursuant to the offer to purchase and
related materials. Stockholders should read those materials
carefully because they contain important information, including the
various terms and conditions of the tender offer. Stockholders will
be able to obtain copies of the offer to purchase and related
materials by calling the information agent, MacKenzie Partners,
Inc., toll free at (800) 322-2885 or collect at (212) 929-5500, or
by writing the information agent at 105 Madison Avenue, New York,
New York 10016. Mestek, Inc. engages in the manufacture and sale of
heating, ventilating and air conditioning (HVAC) equipment, and
metal-forming equipment in the United States and Canada. The
Company was incorporated in 1898 as Mesta Machine Company and
changed its name to Mestek, Inc. in 1984. Mestek is headquartered
in Westfield, Massachusetts. For more information, visit
http://www.mestek.com/. This news release discusses certain matters
that may be considered "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding the intent, belief or current
expectations of the Company and its management. Such
forward-looking statements are not guarantees of future performance
and involve a number of risks and uncertainties that could
materially affect actual results. All information set forth in this
news release is as of today's date, and the Company undertakes no
duty to update this information. DATASOURCE: Mestek, Inc. CONTACT:
Cindy Lacoste, of Mestek, Inc., +1-413-568-9571, Web site:
http://www.mestek.com/
Copyright