Mestek Announces Commencement of Tender Offer

Mon Nov 3, 2008 1:58pm EST

* Reuters is not responsible for the content in this press release.

WESTFIELD, Mass., Nov. 3 /PRNewswire-FirstCall/ -- Mestek, Inc. (Pink Sheets: 
MCCK) (the "Company") announced today the commencement of a modified "Dutch
auction" tender offer (the "Offer") to acquire shares of its common stock. 
The Company intends to spend up to $1.5 million to repurchase up to 187,500
shares of common stock, or up to approximately 2.3% of its outstanding shares,
at a price per share not greater than $10.00 nor less than $8.00.  The Offer
is scheduled to expire at 5:00 p.m., Eastern time, on December 4, 2008, unless
extended. 

The modified "Dutch auction" tender offer process will allow shareholders to
indicate how many of their shares and at what price within the $8.00 to $10.00
range the shareholders wish to tender.  The prices that may be specified
increase in increments of $0.25 up to $10.00 per share, the highest price that
may be specified.  On October 31, 2008, the last full trading day prior to the
commencement of the Offer, the last sale price for the Company's common stock
as reported on the Pink Sheets was $8.00 per share, reflecting a sale that
occurred on October 13, 2008.  

Based on the number of shares tendered and the prices specified by the
tendering shareholders, the Company will determine the lowest price per share
within the range that will enable it to purchase a maximum of $1.5 million
worth of shares (187,500 shares or a lesser amount depending on the number of
shares properly tendered).  All shares accepted in the Offer will be purchased
at the same price.  The Company will not purchase shares below a price
stipulated by a shareholder, and in some cases, may purchase shares at prices
above a shareholder's stipulated price.  "Odd lot" tenders (tenders by holders
of 1,000 or fewer shares of common stock of all of the shares owned by them)
will be purchased on a priority basis.  Specific instructions and a complete
explanation of the terms and conditions of the Offer will be in the offer to
purchase and related materials being mailed to shareholders of record promptly
upon commencement of the Offer.  

Notwithstanding any other provision of the Offer, the Company's obligation to
accept for purchase, and to pay for, shares validly tendered pursuant to the
Offer is conditioned upon satisfaction or waiver of certain conditions as set
forth in the offer to purchase.  The Company, in its sole discretion, may
waive any of the conditions of the Offer in whole or in part, at any time or
from time to time.  The Company may extend, amend or terminate the Offer as
set forth in the offer to purchase.

The Offer is made in accordance with the terms of the Company's "going
private" transaction completed on August 29, 2006, pursuant to which the
Company undertook to conduct a "Dutch auction"-style offer in each of the five
calendar years following consummation of the transaction, beginning with the
year 2007, in which it would offer to purchase, subject to its compliance with
reasonable constraints imposed by bank covenants and financial ratios, up to
$2.5 million in value of shares of its common stock. The first such offer was
completed in December 2007. This Offer constitutes the second such offer. The
Offer also complies with the terms of a Stipulation of Settlement dated
October 24, 2006, entered by the Superior Court of the Commonwealth of
Massachusetts, Hampden County in the lawsuit entitled Alan Kahn v. John E.
Reed, et al. related to the Company's "going private" transaction. 

In determining the amount of the Offer, the Company considered the current and
future potential effects on it and its customers of the economic conditions
currently being experienced in the U.S., particularly the decline in the pace
of residential and commercial construction and turmoil in the capital and
credit markets that has led many lenders and institutional investors to
reduce, and in some cases cease to provide funding to borrowers including
other financial institutions. Following communications with Bank of America,
the lead lender and the administrative agent under our $80,000,000 credit
facility with respect to the terms and continued availability of the facility,
which is the Company's primary source of available credit, the Company
determined that, in order to provide for the continued ability to comply with
the financial covenants and ratios under the facility, the amount of the Offer
should be $1.5 million in value of shares of its common stock. In accordance
with the Stipulation of Settlement, the terms of the Offer have been approved
by a majority of the Board of Directors and by a majority of the independent
directors of the Board of Directors.

This press release is for informational purposes only and is not an offer to
purchase or the solicitation of an offer to sell any shares of the Company's
common stock.  The solicitation of offers to purchase the Company's common
stock and specific instructions with respect thereto will only be made
pursuant to the offer to purchase and related materials.  Stockholders should
read those materials carefully because they contain important information,
including the various terms and conditions of the Offer.  Stockholders will be
able to obtain copies of the offer to purchase and related materials by
calling the information agent, MacKenzie Partners, Inc., toll free at (800)
322-2885 or collect at (212) 929-5500, or by writing the information agent at
105 Madison Avenue, New York, New York 10016. 

None of the Company, its Board of Directors, its management, or the
information agent is making any recommendations to stockholders as to whether
to tender or refrain from tendering their shares.  Stockholders are urged to
evaluate carefully all information regarding the Offer and to consult their
own investment and tax advisors before making a decision as to whether to
tender their shares and, if so, how many shares to tender and at what price or
prices to tender them.

Mestek, Inc. engages in the manufacture and sale of heating, ventilating and
air conditioning (HVAC) equipment, and metal-forming equipment in the United
States and Canada. The Company was incorporated in 1898 as Mesta Machine
Company and changed its name to Mestek, Inc. in 1984. Mestek is headquartered
in Westfield, Massachusetts. For more information, visit www.mestek.com.

This news release discusses certain matters that may be considered
"forward-looking" statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, including statements regarding the intent, belief or
current expectations of the Company and its management. Such forward-looking
statements are not guarantees of future performance and involve a number of
risks and uncertainties that could materially affect actual results. 

All information set forth in this news release is as of today's date, and the
Company undertakes no duty to update this information.

(MCCK.PK)




SOURCE  Mestek, Inc.

Cindy Lacoste, Mestek, Inc., +1-413-568-9571, Fax: +1-413-568-7428,
clacoste@mestek.com
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