Industrial Distribution Group, Inc. Accepts Definitive $12.10 Per Share Offer From...

Fri Apr 25, 2008 7:31pm EDT
 
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Industrial Distribution Group, Inc. Accepts Definitive $12.10 Per Share Offer
From Luther King Capital Management

ATLANTA, April 25, 2008 (PRIME NEWSWIRE) -- Industrial Distribution Group, Inc.
("IDG" or the "Company") (Nasdaq:IDGR), a leading nationwide supplier of
maintenance, repair, operating and production (MROP) products and Flexible
Procurement Solutions(tm) services to manufacturers and other industrial users,
announced today, after the close of trading, that the Company will execute an
Agreement and Plan of Merger with affiliates of Luther King Capital Management
("LKCM"), and thereby accept LKCM's $12.10 per share offer, prior to the
expiration of the offer at 12:00 p.m., Eastern Time, on Saturday, April 26,
2008. The Company received notice from Platinum Equity Advisors, LLC ("Platinum
Equity") late this afternoon that Platinum Equity would not exercise its right
to match or exceed the LKCM offer.

As previously announced, the Company's Board of Directors had authorized the
Company to execute the Agreement and Plan of Merger with LKCM (the "LKCM Merger
Agreement"), which had been executed by LKCM when delivered to the Company on
April 22, 2008 to make its $12.10 per share offer, if Platinum Equity did not
exercise its right to match or exceed that offer by 5:00 p.m., Eastern Time,
today. This deadline reflected the three business days to which Platinum Equity
was entitled under its February 20, 2008 merger agreement with the Company (the
"Platinum Merger Agreement").

In order to execute the LKCM Merger Agreement, the Company terminated the
Platinum Merger Agreement, which entitles Platinum Equity, upon demand, to a 3%
break-up fee based on the $10.30 per share price established in that agreement.
In notifying the Company that it was not exercising its right to match or top
the LKCM offer, Platinum Equity indicated that it would require payment of the
break-up fee, if the Company accepted the LKCM offer and terminated the Platinum
Merger Agreement. LKCM has agreed to reimburse the Company for the payment of
the break-up fee to Platinum Equity under certain conditions.

"We are very excited about this transaction with Luther King Capital Management,
which we believe provides excellent value to our stockholders," commented
Richard M. Seigel, IDG's Chairman of the Board. "We believe that this
transaction with our largest stockholder is a great fit for both IDG and Luther
King Capital Management."

As part of authorizing the Company to accept the LKCM Merger Agreement in the
above circumstances, the Board of Directors will withdraw its previous
recommendation of the Platinum Merger Agreement, and authorize the preparation
of new proxy materials in order to recommend that the Company's stockholders
vote to adopt the LKCM Merger Agreement. The Board of Directors will also
approve a new record date and meeting date for the special meeting of
stockholders to vote on the LKCM Merger Agreement, both of which will be
announced early next week. The Company will distribute a revised proxy statement
to its stockholders in connection with the stockholders' vote on the merger with
LKCM.

ABOUT IDG

IDG is a nationwide distributor of products and services that creates
competitive advantages for its customers. Recognized for its broad product
offering, the Company has earned a strong reputation as a specialty distributor
with considerable technical and product application expertise. This expertise is
found in the Company's more specialized lines that include cutting tools, hand
and power tools, abrasives, material handling equipment, coolants, lubricants,
and safety products. The Company provides virtually any MROP product that its
customers may require.

Through its business process outsourcing services, the Company offers an array
of value-added MROP services such as Flexible Procurement Solutions(tm). These
solutions emphasize and utilize IDG's specialized supply chain knowledge in
product procurement, management and applications and in-process improvements to
deliver documented cost savings for customers. IDG's associates work full time
in more than 100 customers' manufacturing facilities to ensure process
improvements, documented cost savings and continuous improvement.

IDG serves approximately 12,000 active customers, representing a diverse group
of large and mid-sized national and international corporations including
BorgWarner Inc., Boeing Company, Kennametal, Inc., Duracell, Ford Motor Company,
Honeywell International Inc., Danaher Corporation, and Pentair Inc., as well as
many local and regional businesses. The Company sells in 49 of the 50 states and
has a presence in 43 of the top 75 manufacturing markets in the United States
and China.

ADDITIONAL INFORMATION

Important additional information regarding the merger with LKCM will be filed
with the SEC.

This press release may be deemed to be soliciting material relating to the
proposed merger between IDG and LKCM. IDG filed a proxy statement with the
Securities and Exchange Commission (the "SEC") in connection with the proposed
merger with Platinum Equity, and will file a new or revised proxy statement
containing information about the proposed merger with LKCM, and supplemental
proxy solicitation materials as required by law and SEC regulations.
STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND ANY ADDITIONAL FILED
PROXY MATERIALS BECAUSE THESE CONTAIN OR THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER AND THE PARTIES TO THE MERGER. Stockholders may obtain a free
copy of the proxy statement and other relevant documents filed with the SEC from
the SEC's website at www.sec.gov. IDG's stockholders and other interested
parties will also be able to obtain, without charge, a copy of the proxy
statement and other relevant documents (when available) by directing a request
by mail or telephone to Investor Relations, Industrial Distribution Group, Inc.,
950 E. Paces Ferry Road, Suite 1575, Atlanta, GA 30326 (404) 949-2100, or from
IDG's website, www.idglink.com.

IDG and its directors, executive officers and other members of its management
and employees may be deemed to be participants in the solicitation of proxies
from IDG's stockholders with respect to the merger with LKCM. Information about
IDG's directors and executive officers and their ownership of IDG common stock
is set forth in the proxy statement filed with the SEC on April 2, 2008.
Stockholders and investors may obtain additional information regarding the
interests of IDG and its directors and executive officers in the proposed
transactions, which may be different than those of IDG's stockholders generally,
by reading the proxy statement and other relevant documents regarding the
proposed transactions, when they have been filed with the SEC.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

The foregoing contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Statements relating to
expected operating results and future performance, as well as future events and
developments, are forward-looking statements and are not historical in nature.
Generally, the words "looking forward", "believe", "expect", "intend",
"estimate", "anticipate", "likely", "project", "may", "will" and similar
expressions identify forward-looking statements. The Company warns that any
forward-looking statements in this release involve numerous risks and
uncertainties related to the consummation of the transaction. These risks and
uncertainties include, but are not limited to, (i) stockholder approval of the
proposed transaction, and (ii) satisfaction of conditions to the proposed
transaction, many of which are based on IDG's current expectations and
assumptions and involve certain unknown risks and uncertainties. If these or
other significant risks and uncertainties occur, or if our underlying
assumptions prove inaccurate, our actual results could differ materially and the
conditions to the consummation of the transaction may not be satisfied. You are
urged to consider all such risks and uncertainties. In light of the uncertainty
inherent in such forward-looking statements, you should not consider their
inclusion to be a representation that such forward-looking matters will be
achieved. Moreover, pursuant to the Private Securities Litigation Reform Act of
1995, such statements speak only as of the date they were made, and the Company
undertakes no obligation to update publicly any forward-looking statements,
whether as a result of future events, new information or otherwise.

-0-
CONTACT: Industrial Distribution Group, Inc.
         Jack P. Healey, Executive Vice President
          and Chief Financial Officer
         (404) 949-2100

 

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