Industrial Distribution Group, Inc. Receives Definitive Offer to Acquire the Company...
Industrial Distribution Group, Inc. Receives Definitive Offer to Acquire the
Company At $12.10 Per Share From Luther King Capital Management
ATLANTA, April 22, 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 market close, that the Company has received a
definitive offer from affiliates of Luther King Capital Management ("LKCM") to
acquire all outstanding shares of the Company's stock for a price of $12.10 per
share in cash to the Company's stockholders, an increase from LKCM's earlier
proposed offer of $11.70 per share that was subject to due diligence. LKCM's
definitive offer was conveyed by delivery of an executed Agreement and Plan of
Merger (the "LKCM Merger Agreement"), along with an equity financing commitment
letter from an LKCM investment fund.
The LKCM offer followed the Company's announcement yesterday that it had
received an $11.80 per share increased offer from Platinum Equity Advisors, LLC
("Platinum Equity") that would expire at 5:00 p.m. today, and that the Board of
Directors had authorized the Company to accept the increased offer from Platinum
Equity if the Company did not receive a definitive offer that constituted a
"Superior Proposal" before the expiration.
At a special meeting this afternoon, the Board unanimously determined that the
$12.10 per share LKCM offer is a "Superior Proposal" relative to the Platinum
Equity offer, and that the Company would not accept the offer from Platinum
Equity to amend its February 20, 2008 merger agreement to establish a price of
$11.80 per share. The Company has notified Platinum Equity that the Board of
Directors intends to withdraw its recommendation of the pending acquisition of
the Company by Platinum Equity in order to accept and recommend the LKCM
definitive offer of $12.10 per share to acquire the Company.
Pursuant to the Platinum Equity merger agreement, Platinum Equity has the option
until 5:00 p.m., Eastern Time, on Friday, April 25, 2008, to match or exceed the
LKCM $12.10 per share offer. LKCM's offer expires at 12:00 p.m., Eastern Time,
on Saturday, April 26, 2008, if not accepted by the Company, unless it is
extended by LKCM. Under the Company's existing merger agreement with Platinum
Equity, the Company would be required to pay a 3% break-up fee to Platinum
Equity if the Board accepts and recommends the LKCM Merger Agreement. LKCM has
agreed to reimburse the Company for the payment of the break-up fee to Platinum
Equity under certain conditions.
In earlier news today, WESCO Distribution, Inc. ("WESCO") (NYSE:WCC) announced
its decision not to continue with its earlier interest in acquiring the Company.
As previously announced, WESCO had delivered on April 15, 2008 a definitive
offer to acquire the Company at a price of $11.75, which offer had been topped
on April 21, 2008 by Platinum Equity's current offer of $11.80 per share.
"We are pleased that Luther King Capital Management, our largest stockholder at
approximately 15%, has expressed this tangible belief in the value of IDG and is
willing to deliver that value to all of our stockholders," commented Richard M.
Seigel, IDG's Chairman of the Board. "Consistent with our obligations to
Platinum Equity, however, we will cooperate with Platinum Equity as it develops
its response."
Whether or not Platinum Equity matches or tops the $12.10 price offered by LKCM,
the date for the special meeting of stockholders, presently scheduled for May 1,
2008, will need to be rescheduled in order to satisfy the required period for
notice to the Company's stockholders about developments since the previously
distributed March 31, 2008 proxy statement. The Board of Directors has not
determined the new meeting date, which will depend on both the identity of the
ultimate purchaser of the Company and when that is established definitively. The
Company expects to set the date as early as possible, consistent with legal
requirements. In any event, the Company will distribute a revised or new proxy
statement to its stockholders in connection with their vote on the acquisition
transaction that is ultimately recommended by the Board of Directors.
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 will be Filed with the
SEC.
This press release may be deemed to be soliciting material relating to the
proposed merger between IDG and an affiliate of LKCM. In connection with the
proposed merger, IDG has filed a proxy statement with the Securities and
Exchange Commission (the "SEC"). IDG will file 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 WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES
TO THE MERGER. Stockholders may obtain a free copy of the proxy statement and
additional filed proxy materials (when available) 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. 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 March 31, 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) the possibility of amended
proposals by Platinum Equity or LKCM, (ii) stockholder approval of a proposed
transaction, and (iii) satisfaction of conditions to a 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.
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CONTACT: Industrial Distribution Group, Inc.
Jack P. Healey, Executive Vice President and
Chief Financial Officer
(404) 949-2100
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