Lund International Holdings, Inc. Announces Merger With Aftermarket Holdings, Inc.
DULUTH, Ga., March 14 -- Lund International Holdings, Inc., a Delaware corporation and leading designer, manufacturer and marketer of a broad line of accessories for the automotive aftermarket, today announced that Aftermarket Holdings, Inc., a Delaware corporation which owned approximately 92.4% of the outstanding voting stock of Lund International Holdings, has completed a short-form merger with Lund International Holdings.
Effective March 13, 2003, Aftermarket Holdings, whose shareholders included funds affiliated with Harvest Partners, Inc. and Lund management, merged with and into Lund International Holdings, with Lund International Holdings as the surviving company of the merger. According to the terms of the merger, all of the outstanding shares of the common stock, par value $0.10 per share, of Lund International Holdings owned by stockholders other than Aftermarket Holdings on March 13, 2003, have ceased to be outstanding. Each of these stockholders is entitled to receive a cash payment of $2.50 per share, without interest thereon, for each share of the common stock of Lund International Holdings held on that date. The merger was effected under Section 253 of the Delaware General Corporation Law and, under the statute, did not require approval by either the board of directors or stockholders of Lund International Holdings.
By operation of the merger, any stockholder of Lund International Holdings (other than Aftermarket Holdings) prior to the merger is no longer deemed a stockholder of Lund International Holdings. These persons have the right to receive the cash payment for their shares or may forego the cash payment and seek appraisal for their shares under Delaware law. As a result of the merger, the capital stock of Lund International Holdings will be privately held by the former shareholders of Aftermarket Holdings and will no longer be traded, nor will prices of its capital stock be quoted, listed or otherwise made available, on any market or exchange.
Lund International Holdings will continue to be led by Dennis W. Vollmershausen, its President and Chief Executive Officer, as well as other key management personnel, who will carry on the operations of the company.
After the merger, Lund International Holdings, Inc. will continue to do business and conduct its operations under the name Lund International, Inc. Lund's products are primarily sold under the trade names "Lund(R)", "Deflecta- Shield(R)", "Deflecta-Shield(R) Aluminum", "Autotron(R)", "Belmor(TM)", "Auto Ventshade(R)" and "Nifty(TM)". The corporate headquarters are at 3700 Crestwood Parkway, N.W., Suite 1000, Duluth, Georgia 30096.
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