CARROLLTON, Ga. and
WAUKEGAN, Ill., Feb. 11, 2014
/PRNewswire/ -- Southwire Company ("Southwire") and
Coleman Cable, Inc. (NASDAQ: CCIX)
("Coleman") today announced that Cubs Acquisition Corporation, a
wholly owned subsidiary of Southwire ("Purchaser"), successfully
completed its previously announced tender offer ("the Offer") for
all outstanding shares of common stock of Coleman Cable, Inc. for $26.25 per share in cash.
The Offer expired at 12:00 midnight, New York City time, on February 10, 2014 (one minute after 11:59 P.M., New York
City time, on February 10,
2014). As of the expiration of the Offer, a total of
17,006,114 shares were validly tendered and not properly withdrawn
in the Offer (not including 896,077 shares tendered pursuant to
notices of guaranteed delivery which had not been delivered to the
depositary prior to the expiration of the Offer), representing
approximately 89.81% of Coleman's outstanding shares of common
stock on a fully diluted basis. In accordance with the terms
of the Offer, all shares that were validly tendered and not
properly withdrawn have been accepted for payment and Southwire
expects to promptly pay for all such shares.
Following consummation of the Offer, Southwire expects to
complete the acquisition of Coleman later today through a merger of
Purchaser with and into Coleman. Upon completion of the
merger, Coleman will become a wholly owned subsidiary of Southwire
and all remaining eligible Coleman shares will be converted into
the right to receive $26.25 per share
in cash, without interest and less any applicable withholding
taxes, the same price that was paid in the tender offer.
Stuart Thorn, CEO and President
of Southwire, said, "Our team is looking forward to working
together with Coleman to solidify our position at the forefront of
the wire and cable industry and continue providing world-class
service to our customers. We are very excited to welcome our
Coleman colleagues to the Southwire family and are motivated by the
possibilities in front of us."
Following completion of the merger, Coleman shares will cease to
be traded on the NASDAQ Global Market. Coleman will make the
necessary filings with the Securities and Exchange Commission (the
"SEC") to end its reporting obligations under the Securities
Exchange Act of 1934, as amended.
Advisors
Macquarie Capital and Wells Fargo Securities
are serving as financial advisors to Southwire and Kirkland &
Ellis LLP is serving as legal advisor. Jefferies LLC is serving as
financial advisor to Coleman and Sullivan & Cromwell LLP and
Winston & Strawn LLP are serving as legal advisors.
About Southwire Company
A leader in technology and
innovation, Southwire Company is one of North America's largest wire and cable
producers. Southwire and its subsidiaries manufacture building wire
and cable, metal-clad (MC) cable, cord products (including Tappan™
sound, security, and communication cables through Tappan Wire &
Cable Inc.), utility cable products, industrial power cable, OEM
wire products, SCR® copper and aluminum rod, and continuous casting
technology. Southwire also supplies MAXIS® Contractor Equipment and
Southwire™ Electrician's Tools to the commercial, industrial,
retail, electrical wholesale outlet and utility construction
markets. To learn more about Southwire's products, community
involvement, and its vision for a sustainable Southwire, please
visit Southwire on the web at www.southwire.com.
About Coleman Cable,
Inc.
Coleman is a leading manufacturer and innovator of
electrical and electronic wire and cable products for residential
and commercial construction, industrial, OEM, and consumer
applications, with operations in the
United States, Honduras,
and Canada. Coleman's broad
product offering enables it to provide its customers a single
source for many of their wire and cable requirements. It
manufactures the majority of its products in nine domestic
production facilities and sells products to more than 8,000 active
customers in a wide variety of end markets. It operates three
segments: Distribution, OEM, and Engineered Solutions. For more
information, visit www.colemancable.com. CCIX-G
Forward-Looking Statements
This press release
includes forward-looking statements, within the meaning of the
Private Securities Litigation Reform Act of 1995, that are subject
to risks, uncertainties and other factors. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements, including all statements
regarding the intent, belief or current expectation of Southwire
and Coleman and members of their respective senior management
teams. Forward-looking statements include, without limitation,
statements regarding the proposed merger of Purchaser with and into
Coleman, prospective performance, future plans, events,
expectations, performance, objectives and opportunities and the
outlook for the companies' businesses, including, without
limitation, the ability to achieve any particular result with
respect to any businesses or products; the expected timing of the
completion of the transaction; the ability to complete the
transaction; and any assumptions underlying any of the foregoing.
Investors are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and
uncertainties and are cautioned not to place undue reliance on
these forward-looking statements. Actual results may differ
materially from those currently anticipated due to a number of
risks and uncertainties. Risks and uncertainties that could cause
the actual results to differ from expectations contemplated by
forward-looking statements include: uncertainties as to the timing
of the completion of the merger; the effects of the transaction on
relationships with employees, customers, other business partners or
governmental entities; other business effects, including the
effects of industry, economic or political conditions outside of
Southwire's and Coleman's control; transaction costs; actual or
contingent liabilities; and other risks and uncertainties detailed
from time to time in documents filed with the SEC by Coleman,
including current reports on Form 8-K, quarterly reports on Form
10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9
filed by Coleman and the tender offer documents filed by Southwire.
Southwire and Coleman assume no obligation to update any
forward-looking statements as a result of new information, future
developments or otherwise, except as expressly required by law. All
of the materials related to the offer (and all other offer
documents filed with the SEC) are available at no charge from the
SEC through its website at www.sec.gov. Investors and security
holders may also obtain free copies of the documents filed with the
SEC by Coleman Cable at
www.colemancable.com.
SOURCE Southwire Company