Quipp Announces Definitive Acquisition Price in Merger Agreement with Illinois Tool Works Inc.
01 June 2008 - 7:30AM
PR Newswire (US)
Quipp Shareholders to Receive $5.41 Per Share in the Merger
Transaction MIAMI, May 31 /PRNewswire-FirstCall/ -- Quipp, Inc.
(NASDAQ:QUIP) announced today that, based on an anticipated June 2,
2008 closing date for its acquisition by Illinois Tool Works Inc.
and the amount of its "Closing Cash," as defined in the merger
agreement with Illinois Tool Works Inc. and Headliner Acquisition
Corporation, the consideration per share to be paid to Quipp
shareholders in the transaction is $5.41 per share. Quipp's
shareholders will vote on the merger agreement and the related
merger at a special meeting of shareholders to be held on June 2,
2008 and the transaction is expected to be completed shortly
thereafter. Quipp, Inc., through its operating subsidiary Quipp
Systems, Inc., designs, manufactures and installs material handling
systems and equipment to facilitate the automated inserting,
assembly, bundling and movement of newspapers from the printing
press to the delivery truck. Cautionary Note Regarding
Forward-looking Statements This release contains one or more
forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without
limitation, the price per share in the transaction and the expected
timing of the closing of the transaction. Forward-looking
statements are identified by words such as "will," "expected,"
"believe" and other similar words. Quipp cautions readers not to
place undue reliance on any forward-looking statements, which speak
only as of the date made. A variety of known and unknown risks and
uncertainties could cause actual results to differ materially from
the anticipated results which include, but are not limited to:
satisfaction of all conditions required for closing, the ability to
obtain the approval of Quipp's shareholders and adverse
developments in Quipp's business. In addition, other risks and
uncertainties not presently known to us or that we consider
immaterial could affect the accuracy of any such forward-looking
statements. Quipp does not undertake any obligation to update any
forward-looking statements to reflect events that occur or
circumstances that exist after the date on which they were made.
Additional risks and uncertainties include those detailed from time
to time in Quipp's publicly filed documents, including its annual
report on Form 10-K for the year ended December 31, 2007. Important
Merger Information In connection with the proposed acquisition of
Quipp by ITW, Quipp filed a definitive proxy statement with the
Securities and Exchange Commission (the "SEC") on April 30, 2008
and Quipp intends to file other relevant materials with the SEC.
The proxy statement was mailed to Quipp shareholders seeking their
approval of the proposed transaction. Before making any voting
decision with respect to the proposed transaction, shareholders of
Quipp are urged to read the proxy statement and all other relevant
documents filed with the SEC when they become available, because
they will contain important information about the proposed
transaction, Quipp and ITW. This release may be deemed to be
soliciting material in respect of the proposed transaction.
Investors and security holders will be able to obtain the proxy
statement and documents (when available) free of charge at the
SEC's web site, http://www.sec.gov/. In addition, Quipp
shareholders may obtain free copies of the proxy statement and
other documents filed with the SEC when available by contacting
Eric Bello, Quipp's Chief Financial Officer, at 305-623-8700. You
may also read and copy any reports, statements and other
information filed by Quipp with the SEC at the SEC public reference
room at 100 F Street, N.E. Room 1580, Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 or visit the SEC's website
for further information on its public reference room. Quipp and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the holders of Quipp common
stock in respect of the proposed transaction. Information about the
directors and executive officers of Quipp is available in Amendment
No. 1 to Quipp's Annual Report, on Form 10-K/A, filed with the SEC
on April 30, 2008. Investors may obtain additional information
regarding the interest of Quipp and its directors and executive
officers in the proposed transaction by reading the proxy
statement. DATASOURCE: Quipp, Inc. CONTACT: Eric Bello, Chief
Financial Officer of Quipp, Inc., +1-305-623-8700 Web site:
http://www.quipp.com/
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