SL Industries, Inc. Commences Tender Offer for Acquisition of Ault Incorporated
24 December 2005 - 7:13AM
PR Newswire (US)
MT. LAUREL, N.J., Dec. 23 /PRNewswire-FirstCall/ -- SL INDUSTRIES,
INC. (AMEX & PHLX: SLI) announced today that Lakers Acquisition
Corp., its wholly-owned subsidiary, has commenced a cash tender
offer for all of the outstanding shares of common stock of Ault
Incorporated (NASDAQ:AULT) (approximately 4,861,000 shares) for
$2.90 per share in cash. SL Industries and Ault announced on
December 19, 2005 that they had signed a definitive agreement for
SL Industries to acquire Ault in an all cash tender offer. The
board of directors of Ault unanimously approved the acquisition and
voted to recommend that Ault's shareholders tender their shares in
the offer. In addition, the directors and certain officers of Ault
and affiliates thereof have agreed to tender shares representing in
the aggregate approximately 17% of the outstanding shares of Ault
common stock in support of the transaction. Following completion of
the tender offer, SL Industries intends to merge Lakers Acquisition
Corp. with and into Ault to acquire all Ault shares not tendered in
the offer. Pursuant to this merger, any remaining Ault shareholders
will receive the same price that is paid in the offer for each
share not tendered in the offer. The tender offer is subject to
certain conditions, including the valid tender in the tender offer
of at least a majority of the outstanding shares of common stock of
Ault excluding shares held by SL Industries. Unless the offer is
extended, the offer and withdrawal rights will expire at 12:00
midnight, New York City time, on January 25, 2006. Questions and
requests for assistance may be directed to Morrow & Co., Inc.,
the Information Agent for the tender offer, at (203) 658-9400.
NOTICE TO INVESTORS This announcement is for informational purposes
only and is neither an offer to purchase nor a solicitation of an
offer to sell securities. On December 23, 2005, SL Industries and
its acquisition subsidiary, Lakers Acquisition Corp., commenced a
cash tender offer for all of the outstanding shares of common stock
of Ault (including associated preferred stock rights) for $2.90 net
per share. The tender offer is scheduled to expire at 12:00
midnight, New York City time, on January 25, 2006, unless it is
extended as provided in the related offer to purchase. Lakers
Acquisition Corp. will file a tender offer statement with the
Securities and Exchange Commission (SEC), and Ault will file a
solicitation and recommendation statement with respect to the
offer. The tender offer statement (including an offer to purchase,
a related letter of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important
information that should be read carefully before any decision is
made with respect to the tender offer. Those materials will be made
available to Ault's security holders at no expense to them. By the
close of the business day on December 23, 2005, all of those
materials (and all other offer documents filed with the SEC) will
be available at no charge on the SEC's web site
(http://www.sec.gov/) or from Morrow & Co., Inc. by calling
203-658-9400 or by email to . ABOUT SL INDUSTRIES SL Industries,
Inc. designs, manufactures and markets power electronics, power
motion, power protection, teleprotection and communications
equipment and systems that is used in a variety of medical,
aerospace, computer, datacom, industrial, telecom, transportation
and electric power utility equipment applications. For more
information about SL Industries, Inc. and its products, please
visit SL Industries' web site at http://www.slindustries.com/.
ABOUT AULT Ault is a leading manufacturer of power conversion
products and is a major supplier to original equipment
manufacturers of wireless and wire line communications
infrastructure, computer peripherals and handheld devices, medical
equipment, industrial equipment and printing/scanning equipment.
DATASOURCE: SL Industries, Inc. CONTACT: Mike Verrechia of Morrow
& Co., Inc. for SL Industries, Inc., +1-203-658-9400, Web site:
http://www.slindustries.com/
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