Trinity Industries, Inc. Completes its Tender Offer For Shares of Quixote Corporation
06 February 2010 - 1:10AM
Business Wire
Trinity Industries, Inc. (NYSE: TRN) announced today the
successful completion of the tender offer by its subsidiary, THP
Merger Co., for all outstanding shares of common stock of Quixote
Corporation (NASDAQ: QUIX) and intends to complete the acquisition
of Quixote Corporation promptly.
The tender offer and withdrawal rights expired at 12:00
Midnight, New York City time, on Thursday, February 4, 2010. The
depositary for the tender offer has advised that, as of the
expiration time, approximately 8,155,248 shares (including
approximately 87,689 shares subject to guarantees of delivery) were
validly tendered and not withdrawn, representing approximately
87.37% of all outstanding shares. In total, taking into account the
shares tendered to THP Merger Co. in the tender offer and the
404,700 shares already held by THP Merger Co., THP Merger Co. holds
8,559,948 shares, representing approximately 91.71% of the total
outstanding shares. All shares that were validly tendered and not
properly withdrawn have been accepted for purchase. THP Merger Co.
will promptly pay for such shares, at the offer price of $6.38 per
share, net to the seller in cash, without interest and less any
applicable withholding taxes.
Trinity Industries, Inc. intends to effect a “short-form” merger
under Delaware law and Quixote Corporation will become a direct,
wholly-owned subsidiary of Trinity Industries, Inc. As a result of
the merger, any shares of Quixote Corporation common stock not
tendered (except for shares held in the treasury of Quixote
Corporation or by Quixote Corporation subsidiaries or by Trinity
Industries Inc., THP Merger Co. or shares for which appraisal
rights are properly demanded) will be cancelled and converted into
the right to receive the same $6.38 in cash per share, without
interest and less any applicable withholding taxes, that was paid
in the tender offer.
Following the merger, Quixote Corporation common stock will
cease to be traded on the NASDAQ Global Market.
Trinity Industries, Inc., headquartered in Dallas, Texas, is a
multi-industry company that owns a variety of market-leading
businesses which provide products and services to the industrial,
energy, transportation, and construction sectors. Trinity reports
its financial results in five principal business segments: the Rail
Group, the Railcar Leasing and Management Services Group, the
Inland Barge Group, the Construction Products Group, and the Energy
Equipment Group. For more information, visit: www.trin.net.
Quixote Corporation, headquartered in Chicago, Illinois
(www.quixotecorp.com), through its wholly-owned subsidiary, Quixote
Transportation Safety, Inc., is a leading manufacturer of
energy-absorbing highway crash cushions, truck-mounted attenuators,
bridge anti-icing systems, flexible post delineators and other
transportation safety products.
Special Note:
Additional Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer is
being made pursuant to a Tender Offer Statement and related
materials.
Quixote Corporation stockholders are advised to read the Tender
Offer Statement and related materials, filed by Trinity Industries,
Inc. with the SEC. The Tender Offer Statement on Schedule TO
(including the Offer to Purchase, letter of transmittal and related
tender offer documents) filed by Trinity Industries, Inc. with the
SEC and the Solicitation/Recommendation Statement on Schedule 14D-9
filed by Quixote Corporation with the SEC contain important
information which should be read carefully before any decision is
made with respect to the tender offer. The Tender Offer Statement
has been mailed to all Quixote Corporation stockholders of
record.
The Tender Offer Statement and related materials may be obtained
at no charge by directing a request by mail to D.F. King & Co.,
Inc., 48 Wall Street, New York, New York 10005, or by calling
toll-free at (800) 290-6427, and may also be obtained at no
charge at the website maintained by the SEC at
http://www.sec.gov.
This press release contains forward-looking statements.
Forward-looking statements are statements that are not historical
facts. These statements include product development, product
potential projections and estimates and their underlying
assumptions, statements regarding plans, objectives, intentions and
expectations with respect to future events, operations, products
and services, and statements regarding future performance.
Forward-looking statements are generally identified by the words
“expects,” “anticipates,” “believes,” “intends,” “estimates,”
“plans” and similar expressions. Although the management of Trinity
Industries, Inc. and Quixote Corporation believe that the
expectations reflected in such forward-looking statements are
reasonable, investors are cautioned that forward-looking
information and statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally
beyond the control of either Trinity Industries, Inc. or Quixote
Corporation, that could cause actual results and developments to
differ materially from those expressed in, or implied or projected
by, the forward-looking information and statements. These risks and
uncertainties include among other things, the uncertainties
inherent in market conditions and product development as well as
those discussed or identified in the public filings with the SEC
made by Trinity Industries, Inc. and Quixote Corporation, including
those listed under “Risk Factors” and “Cautionary Statement
Regarding Forward-Looking Statements” in Trinity Industries, Inc.’s
Annual Report on Form 10-K for the year ended December 31, 2008 and
in Quixote Corporation’s Annual Report on Form 10-K for the year
ended June 30, 2009. Other than as required by applicable law,
Trinity Industries, Inc. and Quixote Corporation do not undertake
any obligation to update or revise any forward-looking information
or statements.
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