WESTFIELD, Mass., Nov. 25, 2011 /PRNewswire/ -- Mestek, Inc.
(Pink Sheets: MCCK) (the "Company") announced today the
commencement of a modified "Dutch auction" tender offer (the
"Offer") to acquire shares of its common stock. The Company
intends to spend up to $2.5 million
to repurchase up to 250,000 shares of common stock, or up to
approximately 3.3% of its outstanding shares, at a price per share
not greater than $12.50 nor less than
$10.00. The Offer is scheduled
to expire at 5:00 p.m., Eastern time,
on December 23, 2011, unless
extended.
The modified "Dutch auction" tender offer process will allow
shareholders to indicate how many of their shares and at what price
within the $10.00 to $12.50 range the
shareholders wish to tender. The prices that may be specified
increase in increments of $0.25 from
$10.00 up to $12.50 per share, the highest price that may be
specified. On November 23,
2011, the last full trading day prior to the commencement of
the Offer, the last sale price for the Company's common stock as
reported on the Pink Sheets was $10.35 per share, reflecting a sale that occurred
on November 16, 2011.
Based on the number of shares tendered and the prices specified
by the tendering shareholders, the Company will determine the
lowest price per share within the range that will enable it to
purchase a maximum of $2.5 million
worth of shares (up to 250,000 shares or a lesser amount depending
on the number of shares properly tendered and the price at which
shares are tendered). All shares accepted in the Offer will
be purchased at the same price. The Company will not purchase
shares below a price stipulated by a shareholder, and in some
cases, may purchase shares at prices above a shareholder's
stipulated price. "Odd lot" tenders (tenders by holders of
1,000 or fewer shares of common stock of all of the shares owned by
them) will be purchased on a priority basis. Specific
instructions and a complete explanation of the terms and conditions
of the Offer will be in the offer to purchase and related materials
being mailed to shareholders of record promptly upon commencement
of the Offer.
Notwithstanding any other provision of the Offer, the Company's
obligation to accept for purchase, and to pay for, shares validly
tendered pursuant to the Offer is conditioned upon satisfaction or
waiver of certain conditions as set forth in the offer to
purchase. The Company, in its sole discretion, may waive any
of the conditions of the Offer in whole or in part at any time or
from time to time. The Company may extend, amend or terminate
the Offer as set forth in the offer to purchase.
The Offer is made in accordance with the terms of the Company's
"going private" transaction completed on August 29, 2006, pursuant to which the Company
undertook to conduct a "Dutch auction"-style offer in each of the
five calendar years following consummation of the transaction,
beginning with the year 2007, in which it would offer to purchase,
subject to its compliance with reasonable constraints imposed by
bank covenants and financial ratios, up to $2.5 million in value of shares of its common
stock. The first four such offers were completed in
December 2007, 2008, 2009 and
2010. This Offer constitutes the fifth and final such
offer. The Offer also complies with the terms of a
Stipulation of Settlement dated October 24,
2006, entered by the Superior Court of the Commonwealth of
Massachusetts, Hampden County in the lawsuit entitled
Alan Kahn v. John E. Reed, et al. related to the Company's
"going private" transaction.
This press release is for informational purposes only and is not
an offer to purchase or the solicitation of an offer to sell any
shares of the Company's common stock. The solicitation of
offers to purchase the Company's common stock and specific
instructions with respect thereto will only be made pursuant to the
offer to purchase and related materials. Stockholders should
read those materials carefully because they contain important
information, including the various terms and conditions of the
Offer. Stockholders will be able to obtain copies of the
offer to purchase and related materials by calling the information
agent, MacKenzie Partners, Inc., toll free at (800) 322-2885 or
collect at (212) 929-5500, or by writing the information agent at
105 Madison Avenue, New York, New
York 10016.
None of the Company, its Board of Directors, its management, or
the information agent is making any recommendations to stockholders
as to whether to tender or refrain from tendering their
shares. Stockholders are urged to evaluate carefully all
information regarding the Offer and to consult their own investment
and tax advisors before making a decision as to whether to tender
their shares and, if so, how many shares to tender and at what
price or prices to tender them.
Mestek, Inc. engages in the manufacture and sale of heating,
ventilating and air conditioning (HVAC) equipment and metal-forming
equipment in the United States and
Canada, and the provision of
healthcare information technology systems and related software,
billing and consulting services. The Company was incorporated in
1898 as Mesta Machine Company and changed its name to Mestek, Inc.
in 1984. Mestek is headquartered in Westfield, Massachusetts. For more
information, visit www.mestek.com.
This news release discusses certain matters that may be
considered "forward-looking" statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including
statements regarding the intent, belief or current expectations of
the Company and its management. Such forward-looking statements are
not guarantees of future performance and involve a number of risks
and uncertainties that could materially affect actual results. All
information set forth in this news release is as of today's date,
and the Company undertakes no duty to update this information.
SOURCE Mestek, Inc.