Supreme Industries, Inc. (NYSE MKT: STS), a leading
manufacturer of specialized commercial vehicles including truck
bodies and specialty vehicles, today announced it has entered into
a definitive agreement for the Company to be acquired by Wabash
National Corporation, a diversified industrial manufacturer and
North America’s leading producer of semi-trailer and liquid
transportation systems, in a transaction valued at approximately
$364 million.
The offer has been unanimously approved by Supreme Industries’
Board of Directors and the directors have indicated that they
intend to accept the offer with respect to their own
shareholdings.
Under the terms of the agreement, Supreme stockholders would
receive $21.00 per share in cash, representing a premium of
approximately 36% over Supreme’s closing Class A share price on
August 8, 2017 and approximately 33% over the past 30 trading days.
An affiliate of Wabash will commence a tender offer to purchase for
cash all of the outstanding shares of the Company’s Common Stock
for a total consideration of approximately $364 million. Certain
officers, directors and other stockholders have agreed to tender
their shares in the tender offer in an aggregate amount equal to
approximately 20% of the outstanding shares as of this date and not
withdraw such shares once tendered, subject to certain specified
conditions. Following the completion of the tender offer, Wabash
will cause the merger to be completed in which any remaining shares
of the Company will be converted into the right to receive the same
price per share paid in the tender offer. The transaction is
subject to satisfaction of customary closing conditions and
regulatory approvals, including expiration or termination of the
applicable waiting period under the HSR Act.
Supreme Industries’ Chairman, Herbert M. Gardner, commented,
“Supreme’s Board of Directors negotiated and entered into this
definitive agreement with Wabash National Corporation after
considering a number of alternatives for maximizing stockholder
value. The board of directors of Supreme, having determined that
the offer and the merger are advisable, fair to, and in the best
interests of Supreme and its stockholders, approved the agreement
and plan of merger and the other transactions contemplated,
including the tender offer, and recommended that Supreme’s
stockholders accept the offer and tender their shares in the offer
when it is made.”
“This is a great opportunity for both companies to combine our
strengths to provide an enhanced customer experience within the
growing final mile delivery space,” said Dick Giromini, Wabash
National’s chief executive officer. “With Supreme, not only can
Wabash National accelerate organic growth with our innovative
DuraPlate®, honeycomb panel and molded structural composite (MSC)
truck bodies, we can also provide a broader conventional product
offering to our existing customer base.”
Supreme Industries’ Chief Executive Officer Mark Weber added,
“This is an exciting day for Supreme. Combining with Wabash will
enhance our ability to innovate more quickly and create more value
for customers. We found a cultural fit with Wabash National.
Because of their commitment to safety, innovation and customer
relationships, I’m confident joining the Wabash National family
will benefit our employees, customers and distributors.”
In connection with the transaction, Baird served as the
financial advisor to Supreme. Haynes and Boone, LLP served as
Supreme’s legal counsel.
About Supreme Industries
Supreme is a leading manufacturer of specialized commercial
vehicles including truck bodies and specialty vehicles and has
operations nationwide at seven manufacturing and component
locations. Customers include national rental fleets, national and
regional leasing companies, truck dealers and fleet operators.
Additional information on Supreme is available via the internet at
www.supremecorp.com.
About Wabash National Corporation
Wabash is a diversified industrial manufacturer and North
America’s leading producer of semi-trailers and liquid
transportation systems. Wabash designs, manufactures and markets a
diverse range of products, including dry freight and refrigerated
trailers, platform trailers, bulk tank trailers, dry and
refrigerated truck bodies, truck-mounted tanks, intermodal
equipment, aircraft refueling equipment, structural composite
panels and products, trailer aerodynamic solutions, and specialty
food grade and pharmaceutical equipment. Additional information on
Wabash is available via the internet at www.wabashnational.com.
Additional Information
The tender offer for the outstanding common stock of Supreme
referred to in this press release has not yet commenced. This press
release and the description herein 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 Supreme common stock
will be made pursuant to an offer to purchase and related materials
that Redhawk Acquisition Corporation, a wholly owned subsidiary of
Wabash National Corporation, intends to file with the U.S.
Securities and Exchange Commission. At the time the planned tender
offer is commenced, Redhawk Acquisition Corporation is required to
file a Tender Offer Statement on Schedule TO with the U.S.
Securities and Exchange Commission, and thereafter Supreme is
required to file a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer. THE TENDER OFFER
STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND OTHER OFFER DOCUMENTS), AND THE
SOLICITATION/RECOMMENDATION STATEMENT 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 made available to all stockholders of Supreme at no expense
to them. In addition, all of these materials (and other materials
filed by Supreme with the U.S. Securities and Exchange Commission)
will be available at no charge from the U.S. Securities and
Exchange Commission through its web site at http://www.sec.gov.
Investors and security holders may also obtain free copies of these
documents that are filed with the U.S. Securities and Exchange
Commission from Supreme at www.supremecorp.com.
FORWARD LOOKING STATEMENTS
Certain statements in this release may be forward looking in
nature or constitute “forward-looking statements” as defined in the
Private Securities Litigation Reform Act of 1995, including
statements regarding the proposed acquisition of Supreme, the
expected timetable for completing the acquisition and the benefits
of the acquisition. Forward-looking statements include all
statements that are not historical facts and can typically be
identified by words such as “believe,” “expect,” “estimate,”
“predict,” “target,” “potential,” “likely,” “continue,” “ongoing,”
“could,” “should,” “intend,” “may,” “might,” “plan,” “seek,”
“anticipate,” “project” and similar expressions, as well as
variations or negatives of these words. Any such statements speak
only as of the date the statements were made and are not guarantees
of future performance. The matters discussed in these
forward-looking statements are subject to a number of risks,
trends, uncertainties and other factors that could cause actual
results and developments to differ materially from those projected,
anticipated or implied in the forward-looking statements. These
factors include, among other things, Supreme’s and Wabash’s ability
to satisfy the merger agreement conditions and consummate the
transaction on a timely basis.
You should not unduly rely on forward-looking statements because
actual results could differ materially from those expressed in any
forward-looking statements. In addition, any forward-looking
statement applies only as of the date on which it is made. We do
not plan to, and undertake no obligation to, update any
forward-looking statements to reflect events or circumstances that
occur after the date on which such statements are made or to
reflect the occurrence of unanticipated events.
News releases and other information on Supreme Industries are
available online at: www.supremecorp.com or
http://investor.supremecorp.com/IR_Contact?BzID=1482
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version on businesswire.com: http://www.businesswire.com/news/home/20170808006576/en/
Supreme Investor RelationsMatthew J. Dennis, CFA,
574-228-4130
Supreme (AMEX:STS)
過去 株価チャート
から 10 2024 まで 11 2024
Supreme (AMEX:STS)
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