Interstate National Dealer Services, Inc. Announces Proposed Going Private Transaction Led by Senior ManagementMITCHEL FIELD, N.Y.--June 3, 2002--Interstate National Dealer Services, Inc. , announced today that it has received a proposal from the Luby family led by senior management, Chester Luby - CEO, and Cindy Luby - COO, to commence a going private transaction.
The proposed transaction would be structured as a merger with a new corporation to be formed for that purpose. The proposal calls for the stockholders of Interstate National Dealer Services to receive $6.00 per share in exchange for each share of Interstate National Dealer Services, Inc. Common Stock owned. This is approximately a 25% premium over the average closing price of the shares over the preceding 180 days.
The board of directors has appointed a Special Committee of non-management directors to review the transaction. The Special Committee will retain legal counsel and an independent financial adviser for purposes of evaluating the proposal.
The proposed transaction would result in the acquisition of all of the outstanding shares of common stock of the Company (other than a portion of the shares owned or controlled by the Luby family). The proposed transaction is subject to, among other things, approval of the proposed transaction by the Board of Directors and stockholders of the Company, receipt of any regulatory approvals which may be necessary, receipt of a fairness opinion, the receipt of satisfactory financing by the Luby family to consummate the transaction and the termination of all outstanding options and warrants of the Company. There can be no assurance that a definitive merger agreement will be executed and delivered, or that the proposed acquisition will be approved and consummated.
The proposed acquisition may only be completed in accordance with applicable state and federal laws including the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.
The matters discussed in this press release which are not historical facts contain forward looking information within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to plans or projections of future performance of senior management, the occurrence of which involve risks and uncertainties which include, but are not limited to, general economic conditions, industry trends and changes in senior management's financial condition.
This press release shall not constitute an offer or solicitation of an offer to buy or sell any securities of the Company.
Interstate is a leading nationwide provider of service contracts and extended warranties, primarily for new and used cars and recreational vehicles, as well as watercraft, manufactured housing, motorcycles and other power sport vehicles. For additional information please visit our website: http://www.inds.com and http://www.warrantydirect.com.
This press release contains forward-looking statements, which are subject to risks and uncertainties. Such statements are based on assumptions and expectations which may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, may differ from the results discussed in the forward-looking statements. A number of these risks and other factors that might cause differences, some of which could be material, along with additional discussion of forward-looking statements, are set forth in the Company's Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 1996.