The modified "Dutch auction" tender offer process will allow shareholders to indicate how many of their shares and at what price within the
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
Notwithstanding any other provision of the Offer, the Company's obligation to accept for purchase, and to pay for, shares validly tendered pursuant to the 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 Offer in whole or in part, at any time or from time to time. The Company may extend, amend or terminate the Offer as set forth in the offer to purchase.
The Offer is made in accordance with the terms of the Company's "going private" transaction completed on
In determining the amount of the Offer, the Company considered the current and future potential effects on it and its customers of the economic conditions currently being experienced in the U.S., particularly the decline in the pace of residential and commercial construction and turmoil in the capital and credit markets that has led many lenders and institutional investors to reduce, and in some cases cease to provide funding to borrowers including other financial institutions. Following communications with Bank of America, the lead lender and the administrative agent under our
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 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,
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 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.
Mestek, Inc. engages in the manufacture and sale of heating, ventilating and air conditioning (HVAC) equipment, and metal-forming equipment in
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.
(MCCK.PK)
SOURCE Mestek, Inc.