SAN JOSE, Calif., June 21, 2013 /PRNewswire/ -- VictoryOne
Inc., a Delaware corporation
("Purchaser") and a wholly-owned subsidiary of MIT Capital Inc.
("Parent"), a California
corporation, (together "Parent" and "Purchaser" referred to herein
as "MITC"), today commences the purchase of all outstanding shares
of common stock, par value $0.01 per
share (the "Shares"), of Meade Instruments Corp., a Delaware corporation ("Meade"), at a purchase
price of $3.65 per Share, net to the
seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated June 20, 2013 (the "Offer to Purchase"), and in
the related Letter of Transmittal (which, together with the Offer
to Purchase, as each may be amended or supplemented from time to
time, collectively constitute the "Offer").
The tender offer and withdrawal rights are scheduled to expire
at 12:00 Midnight, New York City
time, on Friday, July 19, 2013, unless extended or earlier
terminated in accordance with the terms of the merger
agreement.
Today, MITC is filing with the Securities and Exchange
Commission (the "SEC") a tender offer statement on Schedule TO,
including an offer to purchase and related letter of transmittal,
setting forth in detail the terms of the offer.
Copies of the offer to purchase, letter of transmittal and other
related material are available free of charge from VStock Transfer,
LLC, the information agent for the tender offer (212)
828-8436 (banks and brokerage firms) or (855) 987-8625 (all
others).
About MIT Capital
MITC and its affiliates sell, manufacturer, and distribute laser
and optics products, data logger, and other instruments globally
and in emerging markets. Led by the award-winning entrepreneur and
well established business leader Jason
Tian, MITC and its affiliates have extensive sales and
distribution channels, financial resources, manufacturing
facilities and expansion capabilities, and a deep management team
focused on developing technologies and products marketable and
desired by their customers.
Important Additional Information
This press release
is neither an offer to purchase nor a solicitation of an offer to
sell shares of common stock of Meade. The offer to buy securities
of Meade described in this press release will be made only
pursuant to the offer to purchase and related materials that MITC
has filed on Schedule TO with the SEC. Investors and stockholders
may obtain free copies of the Schedule TO which may be amended or
supplemented from time to time, and other documents filed by the
parties (when available), at the SEC's Web site at www.sec.gov or
by directing such requests to VStock Transfer, LLC, the
information agent for the tender offer: (212) 828-8436 (banks and
brokerage firms) or (855) 987-8625 (all others).
Cautionary Statement Concerning Forward-Looking
Statements
The information contained in this press release
is as of June 21, 2013. MITC assumes
no obligation to update any forward-looking statements contained in
this press release as a result of new information or future events
or developments.
Statements in this press release that relate to future results
and events are forward-looking statements made within the meaning
of Section 21E of the Securities Exchange Act of 1934 based on
MITC's and Meade's current expectations regarding the proposed
transaction. Actual results and events in future periods may differ
materially from those expressed or implied by these forward-looking
statements because of a number of risks, uncertainties and other
factors. Such forward-looking statements include, but are not
limited to, statements about expectations of a potential
transaction involving MITC and Meade, including satisfaction of
conditions, future financial and operating results, MITC's plans,
objectives, expectations (financial or otherwise) and intentions
relating to the potential transaction and other statements that are
not historical facts. There can be no assurances that a transaction
will be consummated. Other risks, uncertainties and assumptions
include the possibility that expected benefits may not materialize
as expected; that the transaction may not be timely completed, if
at all; that, prior to the completion of the transaction, if at
all, MITC's business may experience significant disruptions due to
transaction-related uncertainty or other factors that the parties
are unable to successfully implement integration strategies; and
other risks that are described in Meade's Form 10-K and in its
subsequently filed SEC reports. MITC does not undertake any
obligation to update these forward-looking statements except to the
extent otherwise required by law. Nothing herein shall be deemed to
be a forecast, projection or estimate of the future financial
performance of MITC, Meade or the combined entity following
the completion of the tender offer.
MIT Capital Inc.
97 E Brokaw Rd, Suite 210
San Jose, CA 95112
Phone: 408-329-6148
Cindy Wang
cwang@terracap.com
TerraNova Capital Partners
SOURCE MIT Capital Inc.