Reinhold Industries Announces Results of Tender Offer; Purchaser Acquires Approximately 72% and Will Provide Subsequent Offering
12 December 2006 - 12:30AM
PR Newswire (US)
SANTA FE SPRINGS, Calif., Dec. 11 /PRNewswire-FirstCall/ --
Reinhold Industries, Inc. (NASDAQ:RNHDA) and Reinhold Acquisition
Corp. today announced the results of Reinhold Acquisition Corp.'s
tender offer for all outstanding shares of common stock of Reinhold
Industries. Reinhold Acquisition Corp., an affiliate of The Jordan
Company, L.P., a leading private equity investor, also announced
that it will provide a subsequent offering period commencing at
9:00 a.m. EST today. The initial offering period expired at 12:00
midnight New York City time, on December 8, 2006. Based on
preliminary information from the depositary for the tender offer,
as of the close of business on December 8, 2006, 2,381,567 shares
of RNHDA common stock had been validly tendered into the offer,
which, represents approximately 72% of Reinhold's outstanding
common stock, thereby satisfying the tender offer condition that at
least 51% of the total voting power of the outstanding securities
of Reinhold Industries be tendered. Reinhold Acquisition Corp. has
accepted for payment all shares validly tendered and not withdrawn.
Reinhold Industries stockholders who validly tendered prior to the
expiration of the offer and whose shares were not properly
withdrawn will promptly receive the offer price of $12.50 per share
in cash, less any required withholding of taxes and without the
payment of interest. Reinhold Acquisition Corp. also announced that
it will provide a subsequent offering period pursuant to Rule
14d-11 of the Securities Exchange Act of 1934, which will commence
at 9:00 a.m. EST today and expire at 12:00 midnight EST on the
earlier of (1) the date as of which shares of Reinhold Industries'
common stock validly tendered and not withdrawn, together with all
shares of Reinhold common stock then owned by Reinhold Acquisition
Corp, represent at least 90% of Reinhold Industries' outstanding
common stock and (2) Tuesday, January 9, 2006. Reinhold Industries
stockholders who have not yet tendered their shares may do so at
any time prior to the expiration of the subsequent offering period.
All shares properly tendered during the subsequent offering period
will be accepted, and tendering stockholders will be paid $12.50
per share in cash promptly following acceptance, less any required
withholding of taxes and without the payment of interest. No shares
tendered in the subsequent offering period may be withdrawn after
tender. The purpose of the subsequent offering period is to enable
holders of common shares of Reinhold who did not tender during the
original offering period to participate in the offer and to receive
the offer price on an expedited basis. Pursuant to the Agreement
and Plan of Merger entered into on November 2, 2006 by and among
Reinhold Industries, Inc., Reinhold Acquisition Corp. and Reinhold
Holdings Inc., Reinhold Acquisition Corp. will acquire the balance
of the shares not tendered during the original offering period and
the subsequent offering period through a cash merger of Reinhold
Acquisition Corp with and into Reinhold Industries, Inc. In the
merger, holders of any remaining outstanding common shares of the
Company will receive cash in the amount of $12.50 per share, less
any required withholding of taxes and without the payment of
interest. Upon its purchase of the shares already tendered and not
withdrawn during the initial offer period, Reinhold Acquisition
Corp. will hold the common shares of Reinhold Industries, Inc.
sufficient to enable it, under the certificate of incorporation of
Reinhold Industries and applicable Delaware law, to approve the
merger. However, if Reinhold Acquisition Corp. can acquire, during
the subsequent offering period, shares that, in addition to those
already tendered, constitute at least 90% of the outstanding common
shares of Reinhold Industries, it will be able, under applicable
Delaware law, to consummate the merger without the need for a
meeting of the stockholders of Reinhold. In such event, the merger
could take place promptly following the expiration of the
subsequent offering period. If Reinhold Acquisition Corp. is unable
to acquire at least 90% of the outstanding common shares, it will
be necessary for Reinhold Industries to schedule a meeting of its
stockholders to approve the merger and for such purpose to
circulate an information statement to its stockholders. In this
case, although a favorable outcome of the stockholder meeting is
assured, the completion of the second step merger likely would not
occur, and Reinhold Industries' remaining shareholders would not be
entitled to receive the merger consideration, until approximately
45 to 60 days after the expiration of the subsequent offering
period. In either event, holders of common shares of Reinhold
Industries who did not tender will receive in the merger the same
$12.50 per share payable to holders who tender during the
subsequent offering period, less any required withholding of taxes
and without the payment of interest. Reinhold shareholders who wish
to accept the offer during the subsequent offering period may do so
by properly completing and executing the Letter of Transmittal that
accompanied the Offer to Purchase and depositing the same, together
with certificates representing their shares, with the Depositary in
accordance with the instructions in the Letter of Transmittal and
the Offer to Purchase. Reinhold shareholders may also accept the
offer during the subsequent offering period by following the
procedures for book-entry transfer or for guaranteed delivery
described in Section 3 of the Offer to Purchase, under "Procedures
for Accepting the Offer and Tendering Shares." About Reinhold
Industries, Inc. Reinhold Industries, Inc. is a manufacturer of
advanced custom composite components and sheet molding compounds
for a variety of applications in the United States and Europe.
About The Jordan Company, L.P. The Jordan Company, L.P. is a New
York-based investment firm with approximately $2.5 billion of
capital under management that has been sponsoring and investing in
middle market leveraged buyout transactions for more than 20 years.
Jordan currently has a portfolio of investments in over 15
businesses representing more than $4.0 billion in annual revenue.
The acquisition of Reinhold Industries will be funded by capital
provided by The Resolute Fund, L.P., a $1.5 billion private equity
fund managed by Jordan. DATASOURCE: Reinhold Industries, Inc.
CONTACT: Wanda Morrison of Reinhold Industries, Inc.,
+1-562-944-3281 Web site: http://www.reinhold-ind.com/
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