WESTFIELD, Mass., Oct. 23 /PRNewswire-FirstCall/ -- Mestek, Inc. (Pink
Sheets: MCCK.PK) (the "Company") announced today the commencement of a
modified "Dutch auction" tender offer to acquire shares of its common
stock. The Company intends to spend up to $2.5 million to repurchase up to
208,334 shares of common stock, or up to approximately 2.5% of its
outstanding shares, at a price per share not greater than $15.25 nor less
than $12.00. The tender offer is scheduled to expire at 5:00 p.m., Eastern
Time, on November 26, 2007, unless extended.
The modified "Dutch auction" tender offer will allow shareholders to
indicate how many of their shares and at what price within the $12.00 to
$15.25 range the shareholders wish to tender. The prices that may be
specified increase in increments of $0.25 up to $15.25 per share, the
highest price that may be specified. The lower end of the price range for
the offer is less than the last sale price for the shares on October 22,
2007, the last full trading day prior to the commencement of the tender
offer, when the last sale price for the Company's common stock as reported
on the Pink Sheets was $14.25 per share, reflecting a sale occurring on
October 19, 2007. The higher end of the price range is above that last sale
price.
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 (208,334 shares or a lesser amount depending on the
number of shares properly tendered). All shares accepted in the tender
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 tender offer will be in the offer to purchase and related
materials being mailed to shareholders of record promptly upon commencement
of the tender offer.
Notwithstanding any other provision of the tender offer, the Company's
obligation to accept for purchase, and to pay for, shares validly tendered
pursuant to the tender 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 tender offer in
whole or in part, at any time or from time to time. The Company may extend,
amend or terminate the tender offer as set forth in the offer to purchase.
The offer 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, which
was consummated on August 29, 2006. Pursuant to the Stipulation of
Settlement the Company is required to conduct a "Dutch auction"-style offer
to purchase up to $2.5 million in value of shares of its common stock in
each of the five calendar years following consummation of the "going
private" transaction, beginning with the year 2007.
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 tender 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.
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
tender 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.
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. 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 http://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.
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Related links:
http://www.mestek.com
CONTACT:
Cindy Lacoste, of Mestek, Inc.,
+1-413-568-9571, clacoste@mestek.com
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