Heico Holdings, Inc. to Acquire National-Standard Company
27 June 2000
Heico Holdings, Inc. to Acquire National-Standard Company
NILES, Mich. - Heico Holdings, Inc. and National-Standard Company announced
that they have entered into a definitive merger agreement providing for Heico to
acquire all of the outstanding shares of common stock of National-Standard for
$1.00 per share in cash, or approximately $5.8 million. Under the terms of the
agreement, a subsidiary of Heico will commence a cash tender offer to purchase
all outstanding common shares of National-Standard at $1.00 per share. The
tender offer will be subject to the condition that a majority of National-
Standard's outstanding shares be validly tendered and not withdrawn prior to the
expiration date of the offer, and will also be subject to receipt of required
governmental and regulatory approvals and other conditions. The merger
agreement provides that, following consummation of the tender offer, the Heico
subsidiary will be merged into National-Standard and each remaining common
share of National-Standard will be converted into the right to receive $1.00
in cash. The surviving company in the merger will also assume all liabilities
of National-Standard including approximately $35 million of senior
indebtedness.
National-Standard's Board of Directors has approved the merger agreement
and recommended that National-Standard shareholders tender their shares and
approve the merger. The Board of Directors has also received a fairness
opinion from U.S. Bancorp Piper Jaffray, National-Standard's investment
bankers.
Ronald B. Kalich, President and Chief Executive Officer of National-
Standard stated that, "Based upon an extensive analysis of strategic
alternatives available to us, the management and Board of National-Standard
believe acceptance of the Heico offer is in the collective best interest of
all affected parties, including our customers, our suppliers, our employees,
our creditors, and our shareholders. As a consequence of weakening sales in
recent weeks that have exceeded normal seasonal trends, National-Standard is
experiencing liquidity difficulties that have affected our ability to pay our
suppliers and other creditors on customary trade terms. We have initiated
discussions with our principal lender, Foothill Capital Corporation, regarding
the terms on which Foothill might be willing to provide additional interim
financing to National-Standard. However, there can be no assurance that these
discussions will result in any additional financing being provided to the
Company." Kalich went on to state that, "With increasing short-term stress on
our ability to adequately finance continuing operations, the proposed
transaction represents an opportunity to realize value for shareholders while
preserving and enhancing our business."
Heico, headquartered in Chicago, is a holding company whose interests
include Davis Wire Corporation. "We look forward to this transaction as a way
for National-Standard to continue its historic supply of high quality
innovative products, and for Davis Wire to expand its geographic offering of
its current array of industrial wire products," said El Roskovensky, President
and Chief Executive Officer of Davis Wire. "We hope to complete the merger as
soon as practicable."
Founded in 1907, National-Standard is a publicly traded Niles, Michigan
based firm with annual sales of approximately $160 million, manufacturing and
distributing a broad range of wire and wire-related products, including tire
bead wire and welding wire, in addition to wire cloth and fabricated filters
for the automotive air bag industry. Davis Wire Corporation, headquartered in
San Ramon, CA, produces and distributes a variety of industrial, construction,
agricultural and specialty products.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of National-Standard Company. The acquiror will file a
tender offer statement with the U.S. Securities and Exchange Commission and
the company will file a solicitation/recommendation statement with respect to
the tender offer upon or after the commencement of the tender offer.
The tender offer statement (including an offer to purchase, a related
letter of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important information which
should be read carefully before any decision is made with respect to the
tender offer. The offer to purchase, the related letter of transmittal and
certain other offer documents, as well as the solicitation/recommendation
statement, will be made available to all stockholders of National-Standard
Company, at no expense to them. The tender offer statement (including the
offer to purchase, the related letter of transmittal and all other offer
documents filed with the commission) and the solicitation/recommendation
statement will also be available at no charge on the Commission's website.