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Mestek Announces Commencement of Tender Offer

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

Mon Nov 16, 2009 8:55am EST

WESTFIELD, Mass., Nov. 16 /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 $2.5 million to repurchase up to 500,000
shares of common stock, or up to approximately 6.3% of its outstanding shares,
at a price per share not greater than $7.00 nor less than $5.00.  The Offer is
scheduled to expire at 5:00 p.m., Eastern time, on December 15, 2009, 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 $5.00 to $7.00
range the shareholders wish to tender.  The prices that may be specified
increase in increments of $0.25 up to $7.00 per share, the highest price that
may be specified.  On November 13, 2009, 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 $7.25 per share, reflecting a sale
that occurred on November 12, 2009.  

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 $2.5 million
worth of shares (up to 500,000 shares or a lesser amount depending on the
number of shares properly tendered and the price at which shares are
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 two such offer
were completed in December 2007 and December 2008. This Offer constitutes the
third 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. 

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, and the provision of healthcare information technology
systems and related software, billing and consulting services. 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.


SOURCE  Mestek, Inc.

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