Imperial Industries, Inc. Announces it Has Entered Into a Loan Agreement and Commenced Acquisition Discussions With Q.E.P. Co...
20 June 2012 - 11:30PM
Imperial Industries, Inc. (OTCBB:IPII) (the "Company") announced
today that it had entered into a loan agreement with QEP Co., Inc.
("QEPC.PK"), a worldwide manufacturer, marketer and distributor of
hardwood flooring, flooring installation tools, adhesives and
flooring related products, to provide the Company with a line of
credit up to $500,000. The line of credit is secured by a lien on
substantially all the assets of the Company and is subject to
certain financial covenants and other customary restrictions. The
line of credit, which would mature no later than on December 14,
2012, is intended to provide the Company funds for its current
working capital needs and any transaction costs that may be
incurred as a result of a subsequent merger between the Company and
QEP Co., Inc.
In connection with the Line of Credit the Company and QEP
entered into a non-binding Letter of Intent (the "LOI") with regard
to a proposed acquisition of the Company by QEP. QEP has the right
to terminate the LOI at any time for any reason. The LOI would
automatically terminate on July 12, 2012, if a definitive binding
merger agreement has not been executed by that date unless extended
by mutual consent of the parties. The LOI provides, among other
things, that QEP would agree to purchase 100% of the Common Stock
of the Company for a price of no more than $.30 per share. The
proposed merger transaction would be subject to a number of
customary closing conditions, including obtaining approval from the
holders of a majority of the Company's outstanding shares of common
stock at a Company shareholder meeting to be held. There can be no
assurance that the Company will eventually enter into a definitive
merger agreement, or that QEP will ultimately pay $.30 per
share.
S. Daniel Ponce, Imperial's Chairman of the Board, stated, "This
Loan Agreement provides the Company with the necessary funds to
address the immediate liquidity needs of its operations during this
difficult period in the construction industry. We are excited about
the potential acquisition of our Company by QEP. Should our Company
join forces with QEP, I believe it would strengthen our operations
and greatly enhance our Company's ability to improve our market
position."
For more information, please refer to the Company's Form 8-K
which is being filed with the Securities and Exchange Commission on
June 20, 2012 and which will be available on the Company's website
www.imperialindustries.com shortly thereafter.
Imperial Industries, Inc., through its subsidiary,
Premix-Marbletite Manufacturing Co., is engaged in the manufacture
and distribution of pool, stucco, plaster and roofing products to
building materials dealers, contractors and others and sells
products primarily in the State of Florida and to a lesser extent
the rest of the Southeastern United States and the Caribbean, with
facilities in the State of Florida. See our website at
www.imperialindustries.com for more information about the
Company.
The Imperial Industries, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=3041
Q.E.P. Co., Inc. is a leading worldwide manufacturer, marketer
and distributor of a comprehensive line of hardwood flooring,
flooring installation tools, adhesives and flooring related
products targeted for the professional installer as well as the
do-it-yourselfer. Under brand names including QEP®, ROBERTS®,
Capital®, Harris® Wood, Vitrex®, PRCI®, BRUTUS®, Porta-Nailer® and
Elastiment®, the Company markets over 3,000 flooring and flooring
related products. In addition to a complete hardwood flooring line,
QEP products are used primarily for surface preparation and
installation of wood, laminate, ceramic tile, carpet and vinyl
flooring. The Company sells its products to home improvement retail
centers and specialty distribution outlets in 50 states and
throughout the world.
The statements in this press release contain certain
forward-looking statements, which are subject to risks and
uncertainties. Such statements, including those regarding, among
other things, the success of the Company's sales and marketing
efforts, improvements in productivity, the Company's strategy and
future prospects, are dependent on a number of factors, including
changes in economic, business, and competitive market conditions,
and availability of financing, only some of which are within the
Company's control. Actual results could differ materially from
those currently anticipated due to a number of factors, including
those set forth in the Company's Securities and Exchange Commission
filings under "Risk Factors." The Company assumes no obligation to
update forward-looking information to reflect actual results,
changes in assumptions or changes in other factors affecting
forward-looking information. A more detailed discussion of risks
attendant to the forward-looking statements included in this press
release are set forth in the "Forward-Looking Statements and Risk
Factors" sections of the Company's Annual Report on Form 10-K for
the year ended December 31, 2011, filed with the Securities and
Exchange Commission ("SEC"), and in other reports already filed
with the SEC.
CONTACT: 954-917-4114
Howard L. Ehler, Jr.
Chief Operating Officer
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