Global Motorsport Group to Explore Value Maximizing Transactions
29 October 1998
Global Motorsport Group Continues to Explore Value Maximizing Transactions
MORGAN HILL, Calif.--Oct. 29, 1998--Global Motorsport Group, Inc. (formerly Custom Chrome, Inc.) announced today that it is continuing to actively explore potential transactions in order to maximize stockholder value.
In this regard, Bank of America has committed to arrange a $97 million senior credit facility, and another financial institution has submitted a proposal to provide an additional $25 million in subordinated debt, in order to refinance existing debt, provide working capital and allow Global to repurchase a significant number of its shares. Additionally, the Company is engaging in negotiations which may lead to the sale of the entire Company. The Company anticipates that it will be in a position to announce the results of its efforts by November 16, 1998. Joseph F. Keenan, Global's Chairman, stated: "The Board is committed to maximizing stockholder value, and we are disappointed that, once again, Golden Cycle has chosen to act in a hostile manner and to mischaracterize our discussions with them, especially after we offered to share confidential information with them without requiring any standstill agreement. Contrary to Golden Cycle's assertions in its press release of October 27 that Global has refused to negotiate with them and permit them to conduct meaningful due diligence, on October 5, 1998, our attorneys wrote a letter to their attorneys which stated in pertinent part:
"The Board is committed to increasing shareholder value through a
combination of operating performance and exploring a range of
transactions that could include a sale, recapitalization, or
significant share repurchase. The Company is prepared to sell
control to any bona fide buyer who is prepared to pay a full and
fair price with satisfactory evidence of financing. To that end,
potential buyers, including Golden Cycle after signing a
confidentiality agreement, can receive a confidential offering
memorandum prepared in conjunction with management and Cleary
Gull. That offering memorandum has significant non-public data
that would allow Golden Cycle to formulate a fair proposal. In
addition to the offering memorandum, Golden Cycle will be
provided with updated financial results and projections. The
package will also include a draft form bid letter that has been
and will be provided to all interested parties. Based on any
revised acceptable proposal and satisfactory evidence of
financing we will give you, your lenders, and advisors access to
the Company's senior management team and data room to further
revise your bid and continue due diligence. We have and are using
this process with past and current interested parties.
If Golden Cycle has a bona fide interest in purchasing the
Company at a fair price, we are confident that the foregoing
procedures will enable it to do so. Please have Golden Cycle's
financial advisors contact Cleary Gull if there is interest in
proceeding as outlined above."
Although we never received a response from Golden Cycle or its advisors, our offer to proceed with them as set forth in our letter remains open. Furthermore, even with all of the distractions resulting from the exploration of alternative transactions, management is achieving its goals for the Company of growth in sales and operating profitability, while reducing total debt. We are confident that our stockholders' best interests will be served by allowing the current Board of Directors to complete the process in which they are currently and actively engaged."
In a related matter, Global also announced that the Board has fixed November 10, 1998 as the record date for determining the stockholders of the Company entitled to execute written consents in connection with the consent solicitation announced on October 27, 1998 by Golden Cycle to remove the entire Global Board of Directors.
Global Motorsport Group was founded in 1970 and it is the parent organization for an international group of motorcycle after market providers that focus their business on Harley-Davidson motorcycles sold worldwide. Global's organization includes Custom Chrome, the leading aftermarket supplier of Harley-Davidson motorcycle parts and accessories; Chrome Specialties, an aftermarket supplier of Harley-Davidson motorcycle parts and accessories located in Fort Worth, Texas; Custom Chrome Far East, a product development, engineering, tooling management and warehouse of proprietary products for Global, located in Taiwan; Custom Chrome Europe, a distribution company located in Germany that specializes in aftermarket accessories for Harley-Davidson motorcycles and other "cruiser" motorcycles, and Santee Industries, a manufacturer of frames and exhaust systems and other aftermarket components for Harley-Davidson motorcycles, located in California.
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Actual results could differ materially from those indicated in the forward-looking statements.
Global Motorsport Group, Inc., the members of its Board of Directors, and certain other employees of the Company may be deemed to be participants in the solicitation of proxies, as such terms are defined in the rules of the Securities and Exchange Commission. The Company's Board of Directors consists of the following persons: Joseph Piazza, President and Chief Executive Officer of the Company, James J. Kelly, Executive Vice President, Finance, Chief Financial Officer and Secretary of the Company, Joseph F. Keenan, Chairman of the Board and a private attorney, and Lionel M. Allan, Vice Chairman of the Board of the Company and President of Allan Advisors, Inc., a legal consulting firm. The members of the Board currently beneficially own in the aggregate approximately 5.2% of the Company's common stock.