LOS GATOS, Calif., Jan. 28, 2015 /PRNewswire/ -- CoSine
Communications, Inc. (Other OTC: COSN) ("CoSine") announced today
the intention of its wholly owned United
Kingdom ("UK") subsidiary, Cedar 2015 Limited ("Cedar"), to
acquire all of the issued and to be issued ordinary shares of API
Group plc (LN:API) not already owned by Cedar for 60 pence (approximately $0.91) per share (the "Offer"). Cedar currently
owns 24,807,203 API shares or approximately 32.3% of the
outstanding shares of API. If all of the issued and to be
issued shares of API not already owned by Cedar are tendered into
the Offer, the aggregate price for such shares is expected to be
approximately £31.4 million ($47.6
million). The consideration payable under the Offer
for tendered API shares will be funded from a combination of £9.2
million (approximately $14 million)
in cash contributed to Cedar by CoSine and a $37 million loan from SPH Group Holdings LLC
("SPH"), an indirect wholly owned subsidiary of Steel Partners
Holdings L.P. (NYSE: SPLP) ("SPLP"), to Cedar as guaranteed by
CoSine.
CoSine acquired 24,807,203 shares in API pursuant to a
definitive Contribution Agreement (the "Contribution Agreement")
entered into as of January 20, 2015
among CoSine, SPLP and SPH. In accordance with the
Contribution Agreement, SPH contributed its (i) 24,807,203 shares
in API and (ii) 445,456 shares of Nathan's Famous, Inc. (NASDAQ:
NATH) to CoSine in exchange for (A) 16,500,000 newly issued shares
of CoSine common stock, valued at $2.50 per share representing a premium of
approximately 25.0% over CoSine's closing price of $2.00 per share on January
16, 2015 (being the last business day prior to the
effectiveness of the Contribution Agreement), and (B) $12,761,000 in CoSine preferred stock (the
"Contribution"). Cosine then transferred the API shares to
its wholly owned subsidiary, Cedar. As a result of the
Contribution, SPLP, through its wholly owned subsidiaries, now
controls approximately 80.6% of CoSine's outstanding shares of
common stock. The Offer, Contribution Agreement and the
transactions contemplated thereby have been unanimously approved by
the board of directors of CoSine and a committee formed of the
independent directors of CoSine. The Offer has also been
approved by the board of directors of Cedar.
On January 22, 2015, Cedar issued
an announcement under Rule 2.7 of the United Kingdom City Code on
Takeovers and Mergers announcing the Offer (the
"Announcement"). The Offer, which is not subject to any due
diligence or any financing contingency, represents a premium of
approximately 27.7% over API's closing price of 47.00 pence on January 21,
2015 (being the last business day prior to the date of the
Announcement). The Offer will commence following the
publication of a formal offer document to be sent to API
shareholders on behalf of Cedar containing the full terms and
conditions of the Offer (the "Offer Document"). The Offer
Document must be published by not later than 28 calendar days
following the release of the Announcement and the Offer must remain
open for at least 20 US business days thereafter. The Offer
is subject to customary UK conditions including the valid tender of
sufficient API shares, which, when added to API shares then owned
by Cedar, constitute more than 62% of the total number of
outstanding API shares (or such lower percentage not being less
than 50% as Cedar determines).
Cedar has received a binding commitment (referred to as an
irrevocable undertaking in the UK) to accept the Offer from
Wynnefield Partners Small Cap Value, L.P. in respect of
approximately 14.2% of the issued and outstanding shares API.
In addition, Cedar has received non-binding letters of intent to
accept the offer from Wynnefield Partners Small Cap Value, L.P. I
and Wynnefield Small Cap Value Offshore Fund, Ltd. in respect of
approximately, in the aggregate, 15.5% of the issued and
outstanding shares of API. As a result, in the aggregate,
Cedar either currently owns or has received an irrevocable
undertaking and non-binding letters of intent in respect of
approximately 62% of the issued and outstanding shares of API.
API is a manufacturer and distributor of foils, films and
laminates used to enhance the visual appeal of products and
packaging, serving industrial markets in Europe, North
America and Australasia from production operations in the UK
and US. Head-quartered in Poynton, North West England, API's global operations
employ more than 550 people in 15 locations.
About CoSine Communications
CoSine's strategic plan is to identify and acquire, or invest
in, operating businesses.
CoSine's Certificate of Incorporation limits the ability of any
group or person to acquire 5% or more of CoSine's common stock
(subject to certain exceptions as provided in the Certificate of
Incorporation).
CoSine's common stock is currently traded in the Pink Sheets
under the symbol COSN.PK and its website is www.cosinecom.com
Cautionary note regarding forward-looking statements
This press release contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of the API and certain plans and objectives of the boards
of directors of Cedar, SPLP and CoSine. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and
assessments made by the boards of directors of Cedar and CoSine in
light of its experience and its perception of historical trends,
current conditions, expected future developments and other factors
it believes appropriate. By their nature, forward-looking
statements involve risk and uncertainty, and the factors described
in the context of such forward-looking statements in this press
release could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Should one or more of these risks
or uncertainties materialise, or should underlying assumptions
prove incorrect, actual results may vary materially from those
described in this press release. Cedar and CoSine assume no
obligation to update or correct the information contained in this
press release, whether as a result of new information, future
events or otherwise, except to the extent legally
required.
The statements contained in this press release are made as at
the date of this press release, unless some other time is specified
in relation to them, and issuance of this press release shall not
give rise to any implication that there has been no change in the
facts set out in this press release since such date. Nothing
contained in this press release shall be deemed to be a forecast,
projection or estimate of the future financial performance of API,
Cedar, SPLP or CoSine except where expressly stated.
Further information
This press release itself is not intended to constitute an offer
or solicitation to buy or exchange securities in API, nor shall
there be any sale or purchase of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful, whether
pursuant to the Offer or otherwise. The Offer will be
effected solely through the Offer Document, which, together with a
form of acceptance (in relation to API shareholders holding shares
in certificated form only) will contain the full details, terms and
conditions of the Offer, including the details of how to accept the
Offer. Any response to the Offer should be made only on the basis
of the information contained in the Offer Document. API
shareholders are urged to read the relevant Offer documents when
they become available because they will contain important
information that shareholders should consider before making any
decision regarding tendering their shares. The Offer materials will
be available for free at http://www.cosinecom.com/cedar/.
For additional information contact:
Terry Gibson
(408) 399-6494
Email: Terry.Gibson@spcorpservices.com
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SOURCE CoSine Communications, Inc.