Applica Board Recommends that Shareholders Reject NACCO Tender Offer
13 January 2007 - 8:46AM
Business Wire
Applica Incorporated (NYSE:APN) today announced that Applica�s
Board has once again recommended that shareholders reject the
revised offer announced by NACCO on January 9, 2007 and NOT tender
their shares in the NACCO offer. The recommendation is being made
despite an increase to $7.90 per share of the price of the
unsolicited tender offer to purchase all outstanding shares of
Applica�s common stock that was commenced by Apex Acquisition
Corporation, a newly formed Florida corporation and an indirect,
wholly owned subsidiary of NACCO Industries, Inc. The Board reached
its determination based, among other factors, on its belief that
the revised NACCO offer includes a number of conditions that create
significant concerns as to whether the revised NACCO offer can be
completed, especially when considered in light of the fact that
NACCO�s increased offer is less than 2% more than the consideration
to be paid in the merger with affiliates of Harbinger Capital
Partners. In particular, the Board believes that NACCO�s minimum
tender condition, which requires that a majority of Applica�s
outstanding shares of common stock on a fully diluted basis be
tendered, presents a significant risk that the NACCO tender offer
will not be consummated, especially in light of Harbinger Capital
Partners� ownership of approximately 39% of Applica�s outstanding
common stock and its existing merger agreement with Applica. More
detailed information on the Board�s recommendation can be found in
Applica�s amended Solicitation/Recommendation Statement on
Schedule�14D-9 filed today with the Securities and Exchange
Commission (available at www.sec.gov) and posted on the Investor
Relations page of Applica�s website (www.applicainc.com). The
Applica Board of Directors recommends that Applica shareholders
vote �FOR� the adoption of the amended merger agreement between
Applica and affiliates of Harbinger Capital Partners. The meeting
of shareholders scheduled for January 17, 2007 for the purpose of
approving the transaction with the affiliates of Harbinger Capital
Partners will be convened as planned. Completion of the
transaction, which is currently expected to occur not later than
the day after the January 17th meeting, is subject to customary
closing conditions. Applica believes that, subject to the receipt
of the requisite shareholder vote at the meeting, substantially all
of these conditions have been or will be satisfied. In order to
vote their shares in favor of the Harbinger Capital Partners
agreement, shareholders should complete, date, sign and return the
proxy card enclosed with the previously distributed definitive
proxy statement as soon as possible. Shareholders who have any
questions about the recommendation statement, the definitive proxy
statement, the proxy supplement or the merger or need assistance
with the voting procedures, should contact Applica�s proxy
solicitor, Georgeson Inc., at 17 State Street, New York, New York
10004 or call toll-free at 866-857-2624. About Applica
Incorporated: Applica and its subsidiaries are marketers and
distributors of a broad range of branded and private-label small
household appliances. Applica markets and distributes kitchen
products, home products, pest control products, pet care products
and personal care products. Applica markets products under licensed
brand names, such as Black & Decker�; its own brand names, such
as Windmere�, LitterMaid�, Belson� and Applica�; and other
private-label brand names. Applica�s customers include mass
merchandisers, specialty retailers and appliance distributors
primarily in North America, Mexico, Latin America and the
Caribbean. Additional information about Applica is available at
www.applicainc.com. About Harbinger Capital Partners: The Harbinger
Capital Partners investment team located in New York City manages
in excess of $5�billion in capital through two complementary
strategies. Harbinger Capital Partners Master Fund I, Ltd. is
focused on restructurings, liquidations, event-driven situations,
turnarounds and capital structure arbitrage, including both long
and short positions in highly leveraged and financially distressed
companies. Harbinger Capital Partners Special Situations Fund, L.P.
is focused on distressed debt securities, special situation
equities and private loans/notes in a predominantly long-only
strategy. The statements contained in this news release that are
not historical facts are �forward-looking statements�. These
forward-looking statements are made subject to certain risks and
uncertainties, which could cause actual results to differ
materially from those presented in these forward-looking
statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. Applica undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that
arise after the date hereof. Among the factors that could cause
plans, actions and results to differ materially from current
expectations are, without limitation: the failure to obtain
approval of the merger from Applica shareholders; disruption from
the merger making it more difficult to maintain relationships with
customers, employees or suppliers; claims by NACCO Industries, Inc.
and HB-PS Holding Company, Inc. related to the termination of their
merger agreement with Applica; changes in the sales prices, product
mix or levels of consumer purchases of small household appliances;
bankruptcy of or loss of major retail customers or suppliers;
changes in costs, including transportation costs, of raw materials,
key component parts or sourced products; fluctuation of the Chinese
currency; delays in delivery or the unavailability of raw
materials, key component parts or sourced products; changes in
suppliers; exchange rate fluctuations, changes in the foreign
import tariffs and monetary policies, and other changes in the
regulatory climate in the foreign countries in which Applica buys,
operates and/or sell products; product liability, regulatory
actions or other litigation, warranty claims or returns of
products; customer acceptance of changes in costs of, or delays in
the development of new products; increased competition, including
consolidation within the industry; and other risks and
uncertainties detailed from time to time in Applica�s Securities
and Exchange Commission (�SEC�) filings. In connection with the
proposed transaction with affiliates of Harbinger Capital Partners,
Applica has filed a definitive proxy statement, proxy supplements,
a Schedule�14d-9 recommendation statement and amendments thereto
with the SEC. Investors and security holders are urged to read the
definitive proxy statement, the proxy supplements, the Schedule
14d-9 recommendation statement, the amendments thereto and any
other relevant documents filed with the SEC in connection with the
proposed transaction because they contain important information
about Applica, the proposed transaction with affiliates of
Harbinger Capital Partners, the NACCO tender offer and related
matters. The definitive proxy statement, several proxy supplements,
the Schedule�14d-9 recommendation statement and several amendments
thereto have been mailed to Applica shareholders and an amended
Schedule�14d-9 recommendation statement will be mailed to Applica�s
shareholders. Investors and security holders may obtain free copies
of these documents as they become available through the website
maintained by the SEC at www.sec.gov. In addition, the documents
filed with the SEC may be obtained free of charge by directing such
requests to Applica Incorporated, 3633 Flamingo Road, Miramar,
Florida 33027, Attention: Investor Relations (954-883-1000), or
from Applica Incorporated�s website at www.applicainc.com. Applica
Incorporated and its directors, executive officers and certain
other members of Applica management may be deemed to be
participants in the solicitation of proxies from Applica
shareholders with respect to the proposed transaction. Information
regarding the interests of these officers and directors in the
proposed transaction has been included in the proxy statement filed
with the SEC. In addition, information about Applica�s directors,
executive officers and members of management is contained in
Applica�s most recent proxy statement and annual report on Form
10-K, which are available on Applica�s website and at www.sec.gov.
Black & Decker� is a trademark of The Black & Decker
Corporation, Towson, Maryland.
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