Tufco Technologies, Inc. to be Acquired by Griffin Holdings, LLC
December 20 2013 - 6:22PM
Tufco Technologies, Inc. (Nasdaq:TFCO) announced today that it has
signed a definitive merger agreement with entities affiliated with
Griffin Holdings, LLC ("Griffin"), which provides that Griffin
entities will acquire Tufco for $6.07 per share in cash pursuant to
a cash tender offer and second step merger. The Board of Directors
of Tufco has unanimously approved the transaction and recommended
that Tufco's stockholders tender their shares in the tender offer.
Bradford Venture Partners, L.P., Tufco's largest stockholder, has
agreed to tender in the tender offer shares representing 14.9% of
Tufco's outstanding shares as of the date hereof.
The price per share represents a premium of 19.0% over the
closing share price on December 20, 2013, and 17.8% over the 90-day
volume-weighted average closing share price as of the same day. In
addition, the price per share represents a premium of 42.8% over
the current 52-week-low closing share price, which occurred on
December 26, 2012.
"This transaction will deliver to Tufco's stockholders certainty
of value and liquidity, immediately upon closing," said Jim
Robinson, Tufco's President and CEO and a member of its Board of
Directors. "Tufco's board of directors arrived at the decision to
enter into a transaction with Griffin after a thorough review of
Tufco's strategic alternatives, which included the contacting of
numerous strategic parties and financial sponsors, as part of an
extensive competitive bidding process. We believe that Griffin
clearly understands our markets and that this transaction will
allow Tufco to continue to focus on delivering high quality
products and services to our customers. We look forward to the
next phase of our company following the closing of the
transaction."
Under the terms of the merger agreement, a subsidiary of Griffin
will commence a cash tender offer to purchase all of the
outstanding shares of Tufco's common stock for $6.07 per share
within 20 days. The merger agreement provides that, as soon as
practicable after the closing of the tender offer, any shares not
tendered in the tender offer (other than shares for which appraisal
is properly sought under applicable law) will be acquired in a
second-step merger at the same cash price as paid in the tender
offer. The closing of the tender offer is subject to customary
terms and conditions, including the tender of a number of shares
that constitutes at least a majority of Tufco's outstanding shares
of common stock (on a fully diluted basis) and receipt by
affiliates of Griffin of financing under definitive financing
commitments delivered to Tufco. The merger agreement contains
a provision under which Tufco has agreed not to solicit any
competing offers for the company. The parties expect the
tender offer to close promptly after the completion of the tender
offer.
Mesirow Financial, Inc. is acting as exclusive financial advisor
to Tufco, and Dechert LLP is serving as Tufco's legal
counsel. Cooley LLP is serving as Griffin's legal
counsel.
About Tufco
Tufco Technologies, Inc., founded in 1992, provides integrated
manufacturing services including wet wipe converting, wide web
flexographic printing, hot melt adhesive laminating, folding,
integrated downstream packaging, quality and microbiological
process management, and manufactures and distributes business
imaging paper products. The Company has become a leading
provider of contract manufacturing and specialty printing services,
and supplier of value-added custom paper products. The Company's
principal executive offices are located at 3161 South Ridge Road,
Green Bay, WI 54304/PO Box 23500, Green Bay, WI 54305-3500, and its
telephone number is (920) 336-0054. For additional
information about the Company, please visit
www.tufco.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that involve substantial risks and uncertainties. All statements,
other than historical facts included in this press release,
including statements regarding the timing and the closing of the
tender offer and merger transactions; the ability of Griffin to
complete the transactions considering the various closing
conditions; and any assumptions underlying any of the foregoing,
are forward looking statements. These intentions, expectations, or
results may not be achieved in the future and various important
factors could cause actual results or events to differ materially
from the forward-looking statements that Tufco makes, including
uncertainties as to the timing of the tender offer and merger;
uncertainties as to how many of Tufco's stockholders will tender
their stock in the offer; the possibility that competing offers may
be made; the possibility that various closing conditions to the
transactions may not be satisfied or waived, including that a
governmental entity may prohibit or delay the consummation of the
transaction; that there is a material adverse change of Tufco;
other business effects, including the effects of industry, economic
or political conditions outside of Tufco's control; transaction
costs; actual or contingent liabilities. In addition,
forward-looking statements involve the significant risks and
uncertainties described more fully in Tufco's periodic reports
filed with the Securities and Exchange Commission ("SEC"),
including current reports on Form 8-K, quarterly reports on Form
10-Q and annual reports on Form 10-K. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements, which apply only as of the date of this
press release.
There may be events in the future that Tufco is unable to
predict accurately, or over which it has no control. Tufco's
business, financial condition, results of operations and prospects
may change. Tufco may not update these forward-looking statements,
even though its situation may change in the future, unless it has
obligations under the Federal securities laws to update and
disclose material developments related to previously disclosed
information. Tufco qualifies all of the information contained
in this press release, and particularly these forward-looking
statements, by these cautionary statements.
Additional Information
The tender offer described in this release has not yet
commenced, and this release is neither an offer to purchase nor a
solicitation of an offer to sell securities. At the time the tender
offer is commenced, affiliates of Griffin will cause a new wholly
owned subsidiary, Packers Acquisition Sub, Inc., to file with the
SEC a tender offer statement on Schedule TO. INVESTORS AND TUFCO
STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE TENDER OFFER
STATEMENT (INCLUDING AN OFFER TO PURCHASE, LETTER OF TRANSMITTAL
AND RELATED TENDER OFFER DOCUMENTS), AS IT MAY BE AMENDED FROM TIME
TO TIME, AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9, AS IT MAY BE AMENDED FROM TIME TO TIME, THAT WILL
BE FILED BY TUFCO WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. These documents will be available at no charge on the
SEC's website at www.sec.gov. A copy of the tender offer statement
and the solicitation/recommendation statement will be made
available to all stockholders of Tufco free of charge at
www.tufco.com or by contacting Tufco Technologies, Inc. at PO Box
23500, Green Bay, Wisconsin 54305-3500, Telephone Number (920)
336-0054.
In addition to the offer to purchase, the related letter of
transmittal and certain other offer documents, as well as the
solicitation/recommendation statement, Tufco files annual,
quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports,
statements or other information filed by Tufco at the SEC public
reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Tufco's filings with the
SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the
SEC at www.sec.gov.
CONTACT: Tim Splittgerber
tim.splittgerber@tufco.com
920-621-1780
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