Lund International Completes Tender Offer for 4.8 Million Deflecta-Shield Shares at $16 Per Share
31 December 1997
Lund International Completes Tender Offer for 4.8 Million Deflecta-Shield Shares at $16 Per Share
ANOKA, Minn., Dec. 31 -- Lund International Holdings, Inc.
, a leading manufacturer of appearance accessories for light
trucks, today announced it has successfully completed the previously announced
cash tender offer for all 4.8 million shares of Common Stock of
Deflecta-Shield Corporation at a price of $16 per share in
cash. The offer expired at 12:00 midnight(EST) on Monday, December 29, 1997.
A total of 4,742,411 shares of Common Stock of Deflecta-Shield (including
34,309 shares delivered pursuant to the guarantee delivery procedures) were
validly tendered and not withdrawn pursuant to Lund's previously announced
tender offer and have been accepted and paid for by a wholly owned subsidiary
of Lund. Those shares tendered represent approximately 98.8% of the
outstanding shares of Common Stock of Deflecta-Shield. In accordance with the
terms of the merger agreement with Deflecta-Shield, Lund will acquire the
remaining outstanding shares of Common Stock without a meeting or vote of the
Deflecta-Shield stockholders pursuant to the "short-form" merger provisions
under Delaware law. This merger should be accomplished in early January,
1998. In the merger, each share not previously purchased in the tender offer
will be converted into the right to receive $16 in cash.
As part of the transaction, an affiliate of Harvest Partners, a leading
New York private investment firm, invested as equity $30 million in Lund,
which increased the ownership of Harvest affiliated entities to 48.6% of the
voting Common shares and approximately 60% of the equity of Lund. The tender
offer loan facility of approximately $42 million was provided by Heller
Financial, Inc.
"Both management teams are eager to begin the consolidation of Lund and
Deflecta-Shield," stated William McMahon, President and Chief Executive
Officer of Lund. "By combining our manufacturing and marketing strengths we
will be in a far better position to compete in the rapidly growing light truck
accessories industry."
"With the successful completion of the tender offer, we can begin to
capitalize on the complementary strengths and enhanced market position of the
two companies," said Ira Kleinman, a General Partner of Harvest Partners and
Chairman of the Board of Lund International. "We are extremely pleased with
this transaction and look forward to continued growth and further opportunity
for acquisitions in the consolidating industry," he added.
Piper Jaffray Companies, Inc. is the financial advisor to Lund.
Wasserstein Perella & Co., Inc. served as financial advisor to
Deflecta-Shield.
Based in Anoka, Minnesota, Lund International Holdings is a leading
designer, manufacturer and marketer of a broad line of fiberglass and plastic
appearance accessories for new and used light trucks, including pick-up
trucks, sport utility vehicles, minivans and other vans.
With annual sales of $72 million, Deflecta-Shield Corporation manufactures
plastic, fiberglass and aluminum appearance accessories for light trucks and
heavy trucks. Based in Indianola, Iowa, the company also supplies suspension
systems and shock absorbers for light trucks.
Harvest Partners, Inc. is a private investment firm which focuses on
management buyouts and growth financings of medium-size manufacturing,
specialty services and distribution businesses. Founded in 1981, Harvest is
best known for its expertise in structuring multinational management buyouts
and for its successful platform acquisitions. Harvest currently has in excess
of $600 million in capital under management from leading U.S. and
multinational institutions, including Asca Brown Boveri; Volvo; DBAG, an
equity affiliate of Deutsche Bank; MassMutual; PPM America, and several
leading public and private U.S. pension funds.
Statements in this press release relating to the effects of the
acquisition are forward-looking statements under the Private Securities
Litigation Reform Act of 1995. These statements involve risks and
uncertainties which could cause results to differ materially from those
anticipated. Among the factors that could cause anticipated results of the
acquisition to differ materially are the following: inability to obtain
expected efficiencies, or to obtain them in a timely manner; inability to
effectively manage a larger enterprise, to integrate the two companies or to
control costs associated with such integration; and the representations,
warranties and covenants made in the merger agreement proving to be materially
untrue. In addition, both Lund's and Deflecta-Shield's business and
operations (and anticipated results) include the following risk factors:
consumer preference charges, risk of expansion into new distribution channels,
delays in designing, developing, testing or shipping of products, increased
competition, general economic developments and trends, developments and trends
in the light truck and automotive accessory market and increased costs. This
is not an exhaustive list and the Company may supplement this list in future
filings or releases or in connection with the making of forward-looking
statements.
SOURCE Lund International Holdings, Inc.