Salton, Inc. Comments on Pending Merger with APN Holding Company, Inc.
25 July 2007 - 8:46AM
Business Wire
Salton, Inc. (NYSE:SFP) today made the following comment with
respect to its pending merger with APN Holding Company, Inc.: The
definitive merger agreement with APN Holdco, which was entered into
on February 7, 2007 and remains in effect, provides that either
Salton or APN Holdco may terminate such agreement if the merger is
not consummated prior to July 31, 2007. The consummation of the
pending merger remains subject to various conditions, including the
approval by the Company�s stockholders and the financing of the
merger. Although Salton continues to engage in discussions with APN
Holdco, Salton and APN Holdco have been unable to agree on a mutual
extension of the outside date for completing the merger. As a
result, there can be no assurance that the merger will occur upon
its current terms or at all. About Salton, Inc. Salton, Inc. is a
leading designer, marketer and distributor of branded, high-quality
small appliances, home decor and personal care products. Its
product mix includes a broad range of small kitchen and home
appliances, electronics for the home, time products, lighting
products and personal care and wellness products. The Company sells
its products under a portfolio of well recognized brand names such
as Salton�, George Foreman�, Westinghouse �, Toastmaster�,
Melitta�, Russell Hobbs�, Farberware�, Ingraham� and Stiffel�. It
believes its strong market position results from its well-known
brand names, high-quality and innovative products, strong
relationships with its customer base and its focused outsourcing
strategy. The statements contained in the news release that are not
historical facts are �forward-looking statements� within the
meaning of Section�27A of the Securities Act of 1933 and
Section�21E of the Securities Exchange Act of 1934. 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. Salton 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: Merger-Related Risk Factors:
� the provision in the merger agreement that either party may
terminate the merger agreement if the merger is not consummated
prior to July 31, 2007; � the failure of APN Holdco to obtain the
financing contemplated by financing commitments received or
alternative financing may result in the termination of the merger
agreement; � the failure to obtain approval of the merger from
Salton stockholders; � the failure to obtain required third party
consents to the merger; � the ability of the two businesses to be
integrated successfully; � the ability of the combined company to
fully realize the cost savings and synergies from the proposed
transaction within the proposed time frame; � disruption from the
merger may make it more difficult to maintain relationships with
customers, employees or suppliers; � completion of the merger may
result in dilution of future earnings per share to the stockholders
of Salton; � the combined Company�s common stock may not be listed
on the New York Stock Exchange upon completion of the merger; � the
combined company�s net operating loss carryforwards may be limited
as a result of the merger; and � costs associated with the merger
are difficult to estimate, may be higher than expected and may harm
the financial results of the combined company. Operational and
Other Risk Factors: � our ability to repay or refinance our
indebtedness as it matures and satisfy the redemption obligations
under our preferred stock; � our ability to find other strategic
alternatives, in the event the merger does not close as
anticipated; � our ability to continue to realize the benefits we
expect from our U.S. restructuring; � our substantial indebtedness
and our ability to comply with restrictive covenants in our debt
instruments; � our ability to access the capital markets on
attractive terms or at all; � our relationship and contractual
arrangements with key customers, suppliers, strategic partners and
licensors; � unfavorable outcomes from pending legal proceedings; �
cancellation or reduction of orders; � the timely development,
introduction and delivery to and acceptance by customers of our
products; � dependence on foreign suppliers and supply and
marketing constraints; � competitive products and pricing; �
economic conditions and the retail environment; � international
business activities; � the cost and availability of raw materials
and purchased components for our products; � our ability to
continue the listing of our common stock on the New York Stock
Exchange. If we are delisted by the New York Stock Exchange, the
price and liquidity of our common stock will be negatively
affected; � the risks related to intellectual property rights; and
� the risks relating to regulatory matters and other risks and
uncertainties detailed from time to time in our Securities and
Exchange Commission Filings. Investors and security holders are
urged to read the proxy statement when it becomes available and any
other relevant documents to be filed with the SEC in connection
with the proposed transaction because it will contain important
information about Salton, Applica Incorporated and the proposed
transaction. Investors and security holders may obtain free copies
of these documents when they become available through the website
maintained by the SEC at www.sec.gov. In addition, the documents
filed with the SEC by Salton may be obtained free of charge by
directing such requests to Salton, Inc., 1955 Field Court, Lake
Forest, Illinois 60045, Attention: Corporate Secretary, Telephone
(847)�803-4600, or from Salton�s website at www.saltoninc.com.
Salton and certain of its directors, executive officers and other
members of management may be deemed to be participants in the
solicitation of proxies from Salton stockholders with respect to
the proposed transaction. Information regarding the interests of
these officers and directors in the proposed transaction will be
included in the proxy statement. In addition, information about
Salton�s directors, executive officers and members of management is
contained in Salton�s most recent proxy statement, which is
available on Salton�s website and at www.sec.gov. Additional
information regarding the interests of such potential participants
will be included in the proxy statement and other relevant
documents filed with the SEC.
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