Velcro Industries N.V. Commences Tender Offer to Repurchase Shares
09 January 2009 - 12:00AM
PR Newswire (US)
CURACAO, Netherlands Antilles, Jan. 8 /PRNewswire-FirstCall/ --
Velcro Industries N.V. ("Velcro") (NASDAQ:VELC), holding company of
the Velcro companies and the industry leader in hook and loop
fasteners, today announced that it has commenced a cash tender
offer to purchase all outstanding shares of its common stock. Under
the terms of the tender offer, Velcro is offering to purchase for
cash any and all outstanding shares of its common stock at a
purchase price of US$21.00 per share. The tender offer commenced
today, January 8, 2009, and will expire on February 10, 2009 at
5:00 p.m., New York City time, unless extended by Velcro. The offer
is not conditioned on any aggregate minimum number of shares being
tendered. The offer is, however, subject to certain other
conditions described in the Offer to Purchase dated January 8,
2009. The purpose of the tender offer is to accommodate those
shareholders who may have an interest in selling their shares at
the present time for US$21.00 per share. On September 1, 2008,
Cohere Limited, the holder of record of more than 95% of the shares
of Velcro's common stock, initiated a proceeding in the Court of
First Instance in Curacao, the Netherlands Antilles to compel the
sale of all shares of common stock held by Velcro's minority
shareholders to Cohere Limited at a price of US$21.00 per share or
such other price as the Court may determine (the "Curacao
Proceeding"). Velcro believes that the tender offer provides an
opportunity for a shareholder to sell his or her shares for
US$21.00 per share, without the usual transaction costs associated
with market sales, and receive payment in advance of the conclusion
of the Curacao Proceeding. A shareholder who tenders shares in the
tender offer will not receive payment in respect of such shares
pursuant to the Curacao Proceeding, including any amount in excess
of US$21.00 per share if the Netherlands Antilles Court were to
make such a determination of share price. While Velcro's Board of
Directors has approved the tender offer, it does not, nor does
Velcro, the information agent nor the depositary, make any
recommendation to shareholders as to whether to tender or refrain
from tendering their shares. Shareholders must make their own
decision as to whether to tender their shares. In doing so,
shareholders should read carefully the information in the Offer to
Purchase and in the related letter of transmittal, including the
purposes and effects of the offer. Shareholders should discuss
their decision with their tax advisors, financial advisors and/or
brokers. This press release is for informational purposes only and
is neither an offer to purchase nor a solicitation of an offer to
sell any shares of Velcro's common stock. The solicitation of
offers to purchase shares of Velcro's common stock will be made
only pursuant to the Offer to Purchase dated January 8, 2009 and
related materials that Velcro is sending to its shareholders. The
offer is not being made to, nor will tenders be accepted from or on
behalf of, shareholders in any jurisdiction in which the making or
acceptance of offers to sell shares would not be in compliance with
the laws of that jurisdiction. Velcro may, at its discretion, take
any actions necessary to make the offer to shareholders in any such
jurisdiction. MacKenzie Partners, Inc. will serve as information
agent and Computershare Investor Services Inc. will serve as the
depositary for the tender offer. Shareholders will also be able to
obtain the Offer to Purchase and related materials at no charge
from the information agent, MacKenzie Partners, Inc., at (800)
322-2885. About Velcro Industries N.V. Velcro Industries N.V.
(NASDAQ:VELC) is incorporated and domiciled in Curacao, Netherlands
Antilles as a Naamloze Vennootschap (public limited liability
company) and acts as the holding company of the Velcro companies,
which are primarily involved in the manufacturing and sales of
VELCRO(R) and TEXACRO(R) brand fasteners, ULTRA-MATE(R) brand hook
fasteners, and ONE-WRAP(R) brand straps throughout the world.
Forward-Looking Statements This press release and the documents
referenced herein may contain "forward-looking" statements and
information, which involve risks and uncertainties. Actual future
results may differ materially. Statements indicating that Velcro
"expects," "estimates," "believes," "is planning" or "plans to" are
forward-looking, as are other statements concerning future
financial results or other events that have not yet occurred. There
are several important factors that could cause actual results or
events to differ materially from those anticipated by the
forward-looking statements. DATASOURCE: Velcro Industries N.V.
CONTACT: MacKenzie Partners, Inc., +1-212-929-5500
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