Mestek Announces Commencement of Tender Offer
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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, email@example.com
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