FORT LEE, N.J., March 31, 2017 /PRNewswire/ -- Empire
Resources, Inc. (NASDAQ: ERS), a distributor of value added,
semi-finished metal products, announced today that it has entered
into a definitive merger agreement to be acquired for $7.00 per share in cash by a unit of Ta Chen
Stainless Pipe Co., Ltd., a leading master distributor of
stainless, aluminum and nickel alloy products. The acquisition will
be completed by means of a tender offer for all outstanding Empire
shares. The tender offer will be followed by a merger in which all
shares not acquired in the tender offer will be converted into the
right to receive the offer price. The acquisition is subject to
customary conditions, including the tender of shares resulting in
Ta Chen's ownership of a majority of
the fully diluted shares of Empire.
The $7.00 per share price
represents a premium of approximately 19.2% percent over Empire's
average closing price during the three month trading
period ending March 30,
2017.
The aggregate value of the transaction is approximately
$58 million for all of the
outstanding shares of Empire. The Empire Board of Directors has
unanimously approved the agreement.
Nathan Kahn, President and Chief
Executive Officer of Empire, commented: "This agreement with
Ta Chen represents the culmination
of our effort to unlock the substantial value of Empire for our
shareholders while creating a combined company with highly
complementary strengths and greater resources for the benefit of
our customers and employees.
"We believe that customers of both companies will benefit from
Empire's recognized service levels and Ta
Chen's excellent internet platform, just-in-time delivery
capabilities and its extensive warehouse network in the U.S. I
am pleased to note that under the agreement, Empire will operate as
a wholly-owned subsidiary of Ta
Chen, with Empire's current team unchanged and reporting
structure intact over the coming year."
Nathan Kahn and Sandra Kahn, Vice President and Chief Financial
Officer of Empire, who together own approximately 46.3% percent of
the Company's outstanding shares, have agreed to tender their
shares into the offer. Ta Chen owns
approximately five percent of Empire's common stock prior to this
announcement. The closing of the tender offer is subject to
customary closing conditions. The transaction is expected to close
in the second quarter of 2017. There can be no assurance that the
tender offer will be completed, or if completed, that it will be
completed in the second quarter of 2017.
Harpeth Capital LLC served as financial advisor to Empire
Resources and provided a fairness opinion to the board of directors
in connection with the transaction.
About Empire Resources, Inc.
Empire Resources, Inc. is a distributor of a wide range of
semi-finished metal products to customers in the transportation,
automotive, housing, appliance and packaging industries in the
U.S., Canada, Australia, New
Zealand and Europe. The
Company maintains supply contracts with mills in various parts of
the world.
Forward-Looking Statements:
This press release contains "forward-looking statements."
Such statements may be preceded by the words "intends," "may,"
"will," "plans," "expects," "anticipates," "projects," "predicts,"
"estimates," "aims," "believes," "hopes," "potential" or similar
words. Forward-looking statements are not guarantees of future
performance, are based on certain assumptions and are subject to
various known and unknown risks and uncertainties, many of which
are beyond the Company's control, and cannot be predicted or
quantified and consequently, actual results may differ materially
from those expressed or implied by such forward-looking statements.
Such risks and uncertainties include, without limitation, risks and
uncertainties associated with (i) the loss or default of one or
more suppliers; (ii) the loss or default of one or more significant
customers; (iii) a default by counterparties to derivative
financial instruments; (iv) changes in general, national or
regional economic conditions; (v) an act of war or terrorism that
disrupts international shipping; (vi) changes in laws, regulations
and tariffs; (vii) the imposition of anti-dumping duties on
products the Company imports; (viii) changes in the size and nature
of the Company's competition; (ix) changes in interest rates,
foreign currencies or spot prices of aluminum; (x) the loss of one
or more key executives; (xi) increased credit risk from customers;
(xii) the Company's failure to grow internally or by acquisition
and (xiii) the Company's failure to improve operating margins and
efficiencies. More detailed information about the Company and the
risk factors that may affect the realization of forward-looking
statements is set forth in the Company's filings with the
Securities and Exchange Commission (SEC), including the Company's
Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q.
Investors and security holders are urged to read these documents
free of charge on the SEC's web site at http://www.sec.gov. The
Company assumes no obligation to publicly update or revise its
forward-looking statements as a result of new information, future
events or otherwise.
Notice to Investors:
The tender offer for the outstanding common stock of Empire
Resources referred to in this press release has not yet commenced.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of the Company common stock will be
made pursuant to an offer to purchase and related materials that
Ta Chen intends to file with the
Securities and Exchange Commission. At the time the offer is
commenced, Ta Chen will file a
tender offer statement on Schedule TO with the Securities and
Exchange Commission, and thereafter the Company will file a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the offer. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement, as they
may be amended from time to time, will contain important
information that should be read carefully and considered before any
decision is made with respect to the tender offer. These materials
will be sent free of charge to all stockholders of Empire Resources
when available. In addition, all of these materials (and all other
materials filed by the Company with the Securities and Exchange
Commission) will be available at no charge from the Securities and
Exchange Commission through its website at www.sec.gov.
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SOURCE Empire Resources, Inc.