Griffin Holdings, LLC Announces Completion of Tender Offer for Outstanding Shares of Tufco Technologies, Inc.
February 24 2014 - 6:00AM
Marketwired
Griffin Holdings, LLC Announces Completion of Tender Offer for
Outstanding Shares of Tufco Technologies, Inc.
LOS ANGELES, CA--(Marketwired - Feb 24, 2014) - Griffin
Holdings, LLC ("Griffin") announces today the expiration of the
tender offer (the "Offer") by its indirect wholly-owned subsidiary,
Packers Acquisition Sub, Inc. ("Purchaser"), to purchase all of the
outstanding common shares of Tufco Technologies (NASDAQ: TFCO)
("Tufco"). The Offer expired at 12:00 midnight, New York City time,
at the end of Friday, February 21, 2014.
The depositary for the Offer has advised Griffin that, as of
12:00 midnight, New York City time, on February 21, 2014,
approximately 3,637,342 common shares of Tufco had been validly
tendered and not withdrawn pursuant to the Offer, representing
approximately 84.41 percent of the outstanding common shares of
Tufco. 2,400 common shares of Tufco had been tendered by notice of
guaranteed delivery, which were not accounted for in the total. The
condition to the Offer that a majority of Tufco's outstanding
shares on a fully-diluted basis be validly tendered and not
withdrawn has been satisfied. As a result, Purchaser has accepted
for payment, and expects to promptly pay for, all such tendered
shares.
As the final step in the acquisition process, Griffin expects to
effect the merger of Purchaser and Tufco under Section 251(h) of
the General Corporation Law of the State of Delaware as promptly as
practicable. At the effective time of the merger, each Tufco share
issued and outstanding immediately prior to the effective time,
other than (i) shares then held by Tufco, the Company, or any of
their subsidiaries, all of which will be canceled and retired
without any consideration in exchange therefor, and (ii) shares
that are held by stockholders of the Company who properly exercise
their appraisal rights under Delaware law, will be converted
automatically into and will represent the right to receive an
amount of cash equal to the offer price of $6.07, without interest,
less any applicable withholding taxes.
Tufco will be the surviving corporation in the merger and will
become a wholly-owned indirect subsidiary of Griffin. Following the
merger, Tufco shares will be delisted and will cease to trade on
the NASDAQ Capital Market.
Cautionary Note Regarding Forward-Looking Statements
This press release may contain forward-looking statements. When
used in this press release, the words "can," "will," "intends,"
"expects," "is expected," similar expressions and any other
statements that are not historical facts are intended to identify
those assertions as forward-looking statements. Similarly, any
statements herein that describe the proposed transaction, including
its financial impact, and other statements of management's beliefs,
intentions or goals also are forward-looking statements. It is
uncertain whether any of the events anticipated by the
forward-looking statements will transpire or occur, or if any of
them do, what impact they will have on the results of operations
and financial condition of the combined companies or the price of
Tufco stock. These forward-looking statements involve certain risks
and uncertainties that could cause actual results to differ
materially from those indicated in such forward-looking statements,
including but not limited to: the ability of the parties to
consummate the proposed merger and the satisfaction of the
conditions precedent to consummation of the proposed merger; the
ability of Griffin and Purchaser to successfully integrate Tufco's
operations, product lines and technology and realize additional
opportunities for growth; the ability of Griffin and Purchaser to
realize synergies in terms of growth and cost savings; and the
other risks and important factors that could cause actual results
to differ materially from the forward-looking statements. All
forward-looking statements included in this news release are made
as of the date hereof, based on the information available to
Griffin as of the date hereof, and Griffin assumes no obligation to
update any forward-looking statement except as required by law.
Additional Information and Where to Find It This press release
is neither an offer to purchase nor a solicitation of an offer to
sell shares of Tufco. Tufco stockholders are urged to read the
relevant tender offer documents, as amended, because they contain
important information that stockholders should consider before
making any decision regarding tendering their shares. Griffin and
Purchaser have filed tender offer materials with the SEC, including
an Offer to Purchase, a related Letter of Transmittal and certain
other offer documents, as amended. The tender offer materials
contain important information which should be read carefully before
any decision is made with respect to the tender offer. The Offer to
Purchase, the related Letter of Transmittal and certain other offer
documents, as amended, are available to all Tufco stockholders at
no expense to them. The tender offer materials are available for
free at the SEC's website at http://www.sec.gov. In addition, Tufco
stockholders may obtain a free copy of these documents from the
information agent for the tender offer by mailing requests for such
materials to Broadridge Corporate Issuer Solutions, Inc. at P.O.
Box 1317, Brentwood, New York 11717, or by emailing
shareholder@broadridge.com or by calling (855) 795-5068.
Broadridge Corporate Issuer Solutions, Inc. Email Contact
(855) 795-5068
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