Coachmen and Miller Announce Completion of Tender Offer
20 October 2000
Coachmen Industries, Inc. and Miller Building Systems, Inc. Announce Completion of Tender OfferELKHART, Ind., Oct. 20 Coachmen Industries, Inc. ("Coachmen") and Miller Building Systems, Inc. ("Miller") announced today that Coachmen's indirect wholly owned subsidiary Delaware Miller Acquisition Corporation ("Merger Subsidiary") has successfully completed its $8.40 per share, plus a future right to receive an additional $.30 per share, cash tender offer for the shares of common stock of Miller . The tender offer expired on October 19, 2000, at 12:00 Midnight, New York City time. "This acquisition is an integral part of our strategic plan to expand our core businesses both internally and externally," said Claire C. Skinner, Chairman and Chief Executive Officer of Coachmen. "As we welcome the Miller family into the Coachmen family, we look forward to the many opportunities for synergies among our modular companies that will result in improved efficiencies in the short and long term and increase shareholder value." Based on information provided by the Depositary, 2,956,962 shares of Miller common stock had been tendered, including approximately 21,086 shares tendered by notice of guaranteed delivery. After giving effect to the results of the tender offer, Merger Subsidiary will own approximately 2,956,962 shares of Miller common stock, or approximately 96 percent of the total shares outstanding. Payment for the shares accepted will be made promptly and, in the case of shares tendered by guaranteed delivery procedures, promptly after timely delivery of shares and required documentation. Merger Subsidiary will place $.30 per share in escrow with Bank One, to be invested in short-term U.S. government interest-bearing securities. Upon the satisfaction of certain legal claims involving Miller, the amount remaining in escrow will be distributed to Miller's shareholders, net of all costs, charges and expenses incurred. In accordance with Section 253 of the Delaware General Corporation Law, Merger Subsidiary expects to complete the merger with Miller on or about October 31, 2000, with Miller as the surviving corporation. Unless shareholders elect to exercise their appraisal rights under Delaware law, each remaining common share of Miller will be converted into the right to receive $8.40 in cash, and an additional $.30 per share will be deposited into escrow. Miller's transfer agent will forward to shareholders who did not tender their shares in the tender offer detailed instructions regarding how to surrender their stock certificates in order to receive the merger consideration.