Wabash National’s Acquisition of Supreme Clears Antitrust Review
07 September 2017 - 10:30PM
Wabash National Corporation (NYSE:WNC) today announced that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, or HSR Act, applicable to the acquisition of Supreme
Industries, Inc. (NYSE MKT:STS) by Wabash National expired at 11:59
p.m. on September 6, 2017.
As previously announced, Wabash National and
Redhawk Acquisition Corporation, its direct wholly owned
subsidiary, commenced a tender offer on August 22, 2017, for
all of the outstanding shares of common stock of Supreme
Industries, Inc., for $21 per share. The expiration of the
waiting period under the HSR Act satisfies one of the conditions
necessary for the consummation of the pending acquisition.
The tender offer and any withdrawal rights are scheduled to expire
at 12:01 a.m. ET on Wednesday September 27, 2017, unless the
tender offer is extended.
Consummation of the tender offer remains subject to
other customary closing conditions, including satisfaction of the
minimum tender condition under the agreement and plan of merger
entered into by Wabash National, Redhawk Acquisition Corporation
and Supreme Industries, Inc. on August 8, 2017.
Important Additional Information Has Been
Filed with the SEC
The tender offer described in this press release
has commenced, but this press release is for informational purposes
only and is neither an offer to purchase nor a solicitation of an
offer to sell shares of Supreme Industries, Inc.’s common stock.
The tender offer is being made pursuant to a tender offer statement
and related materials (including the Offer to Purchase and the
letter of transmittal). INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ BOTH THE TENDER OFFER STATEMENT AND RELATED MATERIALS
(INCLUDING THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL) AND
THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER
OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender
offer statement on Schedule TO and related materials, including the
Offer to Purchase and letter of transmittal, have been filed by
Wabash National Corporation and Redhawk Acquisition Corporation
with the SEC and mailed to Supreme stockholders. A
solicitation/recommendation statement on Schedule 14D-9 have been
filed by Supreme Industries, Inc. with the SEC and mailed to
Supreme stockholders. Investors and security holders may obtain a
copy of these statements at no cost and other documents filed by
Wabash National Corporation and Redhawk Acquisition Corporation or
Supreme Industries, Inc. with the SEC at the website maintained by
the SEC at www.sec.gov. The tender offer statement and related
materials, solicitation/recommendation statement, and such other
documents may also be obtained at no cost by directing such
requests to Laurel Hill Advisory Group, LLC, the information agent
for the tender offer, at (516) 933-3100 for banks and brokers
or (888) 742-1305 for shareholders and all others.
About Wabash National
Corporation
Wabash National Corporation (NYSE:WNC) is a
diversified industrial manufacturer and North America’s leading
producer of semi-trailers and liquid transportation systems.
Established in 1985 in Lafayette, Indiana, the company manufactures
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. Its innovative
products are sold under the following brand names: Wabash
National®, Beall®, Benson®, Brenner® Tank, Bulk Tank International,
DuraPlate®, Extract Technology®, Garsite, Progress Tank,
Transcraft®, Walker Engineered Products, and Walker
Transport. Learn more at www.wabashnational.com.
Safe Harbor
This press release contains certain forward-looking
statements as defined by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements convey Wabash
National’s current expectations or forecasts of future
events. All statements contained in this press release other
than statements of historical fact are forward-looking
statements. These forward-looking statements include, among
other things, all statements regarding Wabash National’s plans to
acquire Supreme Industries. These and other forward-looking
statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those implied
by the forward-looking statements. Without limitation, these
risks and uncertainties include the risk that the conditions to the
offer or the merger set forth in the agreement and plan of merger
will not be satisfied or waived, uncertainties as to the timing of
the tender offer and merger, uncertainties as to how many Supreme
stockholders will tender their stock in the offer, the risk that
competing offers will be made, changes in either companies’
businesses during the period between now and the closing, the
successful integration of Supreme into Wabash National’s business
subsequent to the closing of the transaction, adverse reactions to
the proposed transaction by customers, suppliers or strategic
partners; dependence on key personnel and customers, reliance on
proprietary technology; management of growth and organizational
change, risks associated with litigation, and competitive actions
in the marketplace. Readers should review and consider the various
disclosures made by Wabash National in this press release and its
reports to its stockholders and periodic reports on Forms 10-K and
10-Q.
Media Contact:
Dana Stelsel
Corporate Communications Manager
(765) 771-5766
dana.stelsel@wabashnational.com
Investor Relations:
Mike Pettit
Vice President – Finance and Investor Relations
(765) 771-5581
michael.pettit@wabashnational.com
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