NuCO2 Inc. Announces End of 'Go Shop' Period With No Parties Designated as Excluded...

Mon Mar 17, 2008 8:54pm EDT
 
Email | Print | | Reprints | Single Page
[-] Text [+]
NuCO2 Inc. Announces End of 'Go Shop' Period With No Parties Designated as
Excluded Parties

    STUART, Fla., March 17 /PRNewswire-FirstCall/ -- NuCO2 Inc. (Nasdaq: NUCO)
announced today that the "go shop" process conducted on its behalf by UBS
Securities LLC, NuCO2's financial advisor, pursuant to the Agreement and Plan
of Merger, announced January 30, 2008, among NuCO2 and affiliates of Aurora
Capital Group has ended.
    During the "go shop" process, UBS contacted over 40 potential strategic
and financial sponsors regarding their interest in pursuing a transaction, and
no proposal was received that constitutes, or could reasonably be expected to
result in, a proposal superior to that contemplated by the merger agreement.
As a result, no parties have been designated as excluded parties under the
terms of the merger agreement.
    Pursuant to the merger agreement, NuCO2 had the right to solicit and
negotiate alternative proposals for a 45-day period following the date of the
merger agreement.  With the expiration of the "go shop" period, NuCO2 is
continuing to work closely with Aurora and UBS to complete the merger in a
timely manner, subject to the satisfaction of the conditions set forth in the
merger agreement and in Aurora's debt financing commitment, which remains in
effect.
    About NuCO2
    NuCO2 Inc. is the leading and only national provider of bulk CO2 products
and services to the U.S. fountain beverage industry. With service locations
within reach of virtually all of the fountain beverage users in the
Continental U.S., NuCO2's experienced professionals comprise the largest
network of sales and support specialists in the industry serving national
restaurant chains, convenience stores, theme parks and sports and
entertainment complexes, among others. NuCO2's revenues are largely derived
from the installation, maintenance and rental of bulk CO2 systems and delivery
of beverage grade CO2, which are increasingly replacing high pressure CO2,
until now the traditional method for carbonating fountain beverages. The
technology offers consistent quality, greater ease of operation, and
heightened efficiency and safety utilizing permanently installed on-site
cryogenic storage tanks. NuCO2 provides systems and services that allow its
customers to spend more time serving their customers. Visit NuCO2's website at
www.nuco2.com .
    Additional Information
    NuCO2 will file with the Securities and Exchange Commission ("SEC") and
mail to its shareholders a proxy statement, which will contain information
about NuCO2, Aurora Capital Group, the proposed merger and related matters.
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS
AVAILABLE, AS IT WILL CONTAIN IMPORTANT INFORMATION THAT SHAREHOLDERS SHOULD
CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER.  In addition to receiving
the proxy statement from NuCO2 by mail, shareholders will also be able to
obtain the proxy statement, as well as other filings containing information
about NuCO2, without charge, from the SEC's website (http://www.sec.gov) or,
without charge, from NuCO2 by contacting NuCO2's proxy solicitor, MacKenzie
Partners, Inc., toll-free at (800) 322-2885, collect at (212) 929-5500 or via
e-mail at proxy@mackenziepartners.com. This announcement is neither a
solicitation of proxy, an offer to purchase nor a solicitation of an offer to
sell shares of NuCO2.
    NuCO2 and its directors, executive officers and other members of
management may be deemed to be participants in the solicitation of proxies
from NuCO2's shareholders in connection with the proposed transaction.
Information about NuCO2 and its directors and executive officers, and their
ownership of NuCO2's securities, is set forth in NuCO2's proxy statements and
Annual Reports on Form 10-K, previously filed with the SEC, and will be set
forth in the proxy statement relating to the merger when it becomes available.
    Forward-Looking Statements
    This release may contain forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995. These statements can generally be identified by words such as
"believes," "expects," "plans," "intends," "projects," "forecasts," "may,"
"will," "should," or "anticipates," or the negative thereof or comparable
terminology, or by discussions of vision, strategy or outlook. We are subject
to risks and uncertainties that could cause actual results to differ
materially from those expressed in or implied by these statements.   Factors
that could cause actual results to differ from those projected include, but
are not limited to, the following: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the merger
agreement, (2) the inability to complete the merger due to the failure to
obtain shareholder approval or the failure to satisfy other conditions to the
completion of the merger, including the expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the failure to
receive other required regulatory approvals, and (3) the failure to obtain the
necessary debt financing arrangements set forth in commitment letters received
in connection with the merger.  Our forward-looking statements contained
herein speak only as of the date hereof, and we make no commitment to update
or publicly release any revisions to forward-looking statements in order to
reflect new information or subsequent events, circumstances or changes in
expectations.
SOURCE  NuCO2 Inc.

Michael E. DeDomenico, Chairman and CEO, or Robert R. Galvin, CFO and
Executive Vice President, +1-772-221-1754, both of NuCO2 Inc.

 

Featured Broker sponsored link

Editor's Choice

Photo

A selection of our best photos from the past 24 hours.  View Slideshow 

Most Popular on Reuters

Photo
Bearing Witness
Reuters award-winning multimedia piece, reflecting five years of reporting the war in Iraq.