Litex Industries, Limited Announces Successful Closing of Its All Cash Offer for Craftmade International, Inc.
Poster: SySAdmin
Posted on November 30, 2011 at 1:00:01 PM
Litex Industries, Limited Announces Successful Closing of Its All Cash Offer for Craftmade International, Inc.
GRAND PRAIRIE, Texas, Nov. 30, 2011 /PRNewswire/ -- Litex Industries, Limited, today announced that it has successfully completed its previously announced cash tender offer, through its subsidiary Litex Acquisition #1, LLC ("Litex"), for all of the outstanding shares of Craftmade International, Inc. ("Craftmade"; OTCQX: CRFT).
Litex's tender offer for US $4.25 per share was made on October 14, 2011 and expired at 5:00 P.M., New York City time, on November 29, 2011. Upon such expiration, Litex instructed BNY Mellon Shareowner Services, the depositary for the tender offer, to release payment for such tendered shares to each of the applicable stockholders. As a result of such tender offer and its subsequent closing, 4,573,834 shares (approximately 79%) of Craftmade common stock were tendered and then transferred to Litex. Together with the 826,393 shares (approximately 14%) of Craftmade common stock that Litex already owned, Litex now holds 5,400,227 shares (approximately 93%) of Craftmade common stock.
Litex, in accordance with Section 253 of the Delaware General Corporation Law, now intends, as soon as practicable, to conduct a short form merger between Craftmade and itself (the "Proposed Merger"). As part of the Proposed Merger, any outstanding shares of Craftmade common stock that were not tendered and transferred to Litex as part of the tender offer will be converted into the right to receive $4.25 per share, provided the holders of such shares do not first properly exercise their appraisal rights under Section 262 of the Delaware General Corporation Law. Upon consummation of the Proposed Merger, Craftmade will be a wholly-owned subsidiary of Litex Industries, Limited.
Litex, on or around November, 30, 2011, will also notify OTC Market Group, Inc. (formerly known as Pink OTC Markets, Inc.) of its intention to withdraw Craftmade common stock from being traded on OTCQX. Withdrawal of Craftmade's common stock from trading on the OTCQX will become effective approximately 24 hours after Litex's notification to OTC Market Group, Inc.
Litex Acquisition #1, LLC, a wholly owned subsidiary of Litex Industries, Limited, offered to purchase for cash all of the outstanding shares of common stock (including the associated Series A Preferred stock purchase rights) of Craftmade International, Inc. at a purchase price of $4.25 per share. Such tender offer expired at 5:00 P.M., New York City time, on November 29, 2011. Additional information about the transaction, including the offering documents, is available at http://www.litexfans.com.
Stifel, Nicolaus & Company, Incorporated acted as dealer manager, Greenberg Traurig, LLP as legal counsel, and Morrow & Co., LLC as information agent in connection with the tender offer.
About Litex
Litex, founded in 1980, is an importer of ceiling fans and lighting fixtures ranging from classical to imaginative. Litex's state-of-the-art manufacturing and distribution facilities, located in Grand Prairie, Texas, combined with its exceptional quality control standards plants Litex on the cutting edge of the industry.
About Craftmade
Founded in 1985, Craftmade International, Inc. is engaged in the design, manufacturing, distribution and marketing of a broad range of home decor products, including proprietary ceiling fans, lighting products and outdoor furniture. The Company distributes its premium products through a network of independent showrooms and mass retail customers through its headquarters and distribution facility in Coppell, Texas and manufacturing plant in Owosso, Michigan.
Additional Information
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Craftmade common stock. The tender offer was made pursuant to a tender offer statement (including the Offer to Purchase, Letter of Transmittal and other related tender offer materials) previously provided to the stockholders of Craftmade.
No assurance can be given that the proposed transaction described herein will be consummated by Litex or completed on the terms proposed or any particular schedule, that the proposed transaction will not incur delays in obtaining the regulatory, board or stockholder approvals required for such transaction, or that Litex will realize the anticipated benefits of the proposed transaction.
Any information regarding Craftmade International, Inc. contained herein has been taken from, or is based upon, publicly available information or information made available by Craftmade for review by Litex. Although Litex does not have any information that would indicate that any information contained herein is inaccurate or incomplete, Litex does not undertake any responsibility for the accuracy or completeness of such information. Litex does not undertake, and specifically disclaims, any obligation or responsibility to update or amend any of the information above except as otherwise required by law.
Litex Contact: Investor Contact:
Litex Industries, Limited Morrow & Co., LLC
Attn: John Mares, CFO 470 West Avenue
3401 West Trinity Blvd. Stamford, CT 06902
Grand Prairie, TX 75050 Banks and Brokers Call:
(203) 658-9400
All Others Please Call
Toll?Free: (800) 607-0088
SOURCE Litex Industries, Limited
Litex Industries, Limited
Web Site: http://www.litexfans.com
GRAND PRAIRIE, Texas, Nov. 30, 2011 /PRNewswire/ -- Litex Industries, Limited, today announced that it has successfully completed its previously announced cash tender offer, through its subsidiary Litex Acquisition #1, LLC ("Litex"), for all of the outstanding shares of Craftmade International, Inc. ("Craftmade"; OTCQX: CRFT).
Litex's tender offer for US $4.25 per share was made on October 14, 2011 and expired at 5:00 P.M., New York City time, on November 29, 2011. Upon such expiration, Litex instructed BNY Mellon Shareowner Services, the depositary for the tender offer, to release payment for such tendered shares to each of the applicable stockholders. As a result of such tender offer and its subsequent closing, 4,573,834 shares (approximately 79%) of Craftmade common stock were tendered and then transferred to Litex. Together with the 826,393 shares (approximately 14%) of Craftmade common stock that Litex already owned, Litex now holds 5,400,227 shares (approximately 93%) of Craftmade common stock.
Litex, in accordance with Section 253 of the Delaware General Corporation Law, now intends, as soon as practicable, to conduct a short form merger between Craftmade and itself (the "Proposed Merger"). As part of the Proposed Merger, any outstanding shares of Craftmade common stock that were not tendered and transferred to Litex as part of the tender offer will be converted into the right to receive $4.25 per share, provided the holders of such shares do not first properly exercise their appraisal rights under Section 262 of the Delaware General Corporation Law. Upon consummation of the Proposed Merger, Craftmade will be a wholly-owned subsidiary of Litex Industries, Limited.
Litex, on or around November, 30, 2011, will also notify OTC Market Group, Inc. (formerly known as Pink OTC Markets, Inc.) of its intention to withdraw Craftmade common stock from being traded on OTCQX. Withdrawal of Craftmade's common stock from trading on the OTCQX will become effective approximately 24 hours after Litex's notification to OTC Market Group, Inc.
Litex Acquisition #1, LLC, a wholly owned subsidiary of Litex Industries, Limited, offered to purchase for cash all of the outstanding shares of common stock (including the associated Series A Preferred stock purchase rights) of Craftmade International, Inc. at a purchase price of $4.25 per share. Such tender offer expired at 5:00 P.M., New York City time, on November 29, 2011. Additional information about the transaction, including the offering documents, is available at http://www.litexfans.com.
Stifel, Nicolaus & Company, Incorporated acted as dealer manager, Greenberg Traurig, LLP as legal counsel, and Morrow & Co., LLC as information agent in connection with the tender offer.
About Litex
Litex, founded in 1980, is an importer of ceiling fans and lighting fixtures ranging from classical to imaginative. Litex's state-of-the-art manufacturing and distribution facilities, located in Grand Prairie, Texas, combined with its exceptional quality control standards plants Litex on the cutting edge of the industry.
About Craftmade
Founded in 1985, Craftmade International, Inc. is engaged in the design, manufacturing, distribution and marketing of a broad range of home decor products, including proprietary ceiling fans, lighting products and outdoor furniture. The Company distributes its premium products through a network of independent showrooms and mass retail customers through its headquarters and distribution facility in Coppell, Texas and manufacturing plant in Owosso, Michigan.
Additional Information
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Craftmade common stock. The tender offer was made pursuant to a tender offer statement (including the Offer to Purchase, Letter of Transmittal and other related tender offer materials) previously provided to the stockholders of Craftmade.
No assurance can be given that the proposed transaction described herein will be consummated by Litex or completed on the terms proposed or any particular schedule, that the proposed transaction will not incur delays in obtaining the regulatory, board or stockholder approvals required for such transaction, or that Litex will realize the anticipated benefits of the proposed transaction.
Any information regarding Craftmade International, Inc. contained herein has been taken from, or is based upon, publicly available information or information made available by Craftmade for review by Litex. Although Litex does not have any information that would indicate that any information contained herein is inaccurate or incomplete, Litex does not undertake any responsibility for the accuracy or completeness of such information. Litex does not undertake, and specifically disclaims, any obligation or responsibility to update or amend any of the information above except as otherwise required by law.
Litex Contact: Investor Contact:
Litex Industries, Limited Morrow & Co., LLC
Attn: John Mares, CFO 470 West Avenue
3401 West Trinity Blvd. Stamford, CT 06902
Grand Prairie, TX 75050 Banks and Brokers Call:
(203) 658-9400
All Others Please Call
Toll?Free: (800) 607-0088
SOURCE Litex Industries, Limited
Litex Industries, Limited
Web Site: http://www.litexfans.com