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8-K - FORM 8-K - INSTEEL INDUSTRIES INC | g25361e8vk.htm |
EX-10.2 - EX-10.2 - INSTEEL INDUSTRIES INC | g25361exv10w2.htm |
EX-10.1 - EX-10.1 - INSTEEL INDUSTRIES INC | g25361exv10w1.htm |
Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
|
Contact: | Michael C. Gazmarian | ||
Vice President, Chief Financial Officer | ||||
and Treasurer | ||||
Insteel Industries, Inc. | ||||
336-786-2141, Ext. 3020 |
INSTEEL INDUSTRIES ACQUIRES ASSETS OF IVY STEEL & WIRE
MOUNT AIRY, N.C., November 19, 2010 Insteel Industries, Inc. (NasdaqGS: IIIN) today announced
that its wholly-owned subsidiary, Insteel Wire Products Company (together referred to as Insteel
in this press release) has purchased certain of the assets of Ivy Steel & Wire, Inc. (Ivy) for a
purchase price of approximately $51.1 million, subject to certain post-closing adjustments (the
Ivy Acquisition).
Ivy, a division of Oldcastle, Inc, the U.S. holding company of CRH PLC (NYSE: CRH), is one of the
nations largest producers of welded wire reinforcement and wire products for concrete construction
applications. Ivy operates five facilities, which are located in Arizona, Florida, Missouri,
Pennsylvania and Texas. In 2009, Ivy reported net sales of $104.3 million
Under the terms of the purchase agreement, Insteel acquired, among other assets, certain of Ivys
inventories and its production facilities located in Hazleton, Pennsylvania; Jacksonville, Florida;
Kingman, Arizona; and St. Joseph, Missouri in addition to the production equipment located at its
Houston, Texas facility for $37.6 million of cash and a $13.5 million secured subordinated note
payable to Ivy over five years. Ivy retains, among other assets, accounts receivable and the assets
associated with its Pilot Steel operations located in Pompano Beach, Florida. The purchase price is
subject to an adjustment to be determined based upon the closing working capital balance and may be
further adjusted if Ivy does not comply with certain obligations contained in the purchase
agreement. The cash portion of the purchase price was funded from cash and cash equivalents on
hand.
The addition of Ivys facilities to our existing geographic footprint enhances Insteels
competitiveness in the Northeast, Midwest and Florida markets in addition to providing a platform
to serve west coast markets more effectively, commented H.O. Woltz III, Insteel
president and chief executive officer. We expect that the integration of Ivy will result in
enhanced customer service capabilities and significantly lower operating costs.
About Insteel
Insteel is one of the nations largest manufacturers of steel wire reinforcing products for
concrete construction applications. Insteel manufactures and markets PC strand and welded wire
reinforcement, including concrete pipe reinforcement, engineered structural mesh (ESM) and
standard welded wire reinforcement. Insteels products are sold primarily to manufacturers of
concrete products that are used in nonresidential construction. Headquartered in Mount Airy, North
Carolina, Insteel operates six manufacturing facilities located in the United States.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the safe harbor
provisions
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1373 BOGGS DRIVE / MOUNT AIRY, NORTH CAROLINA 27030 / 336-786-2141/ FAX 336-786-2144
Page 2 of 2
of the Private Securities Litigation Reform Act of 1995. When used in this news release, the words
believes, anticipates, expects, estimates, plans, intends, may, should and similar
expressions are intended to identify forward-looking statements. Although Insteel believes that
its plans, intentions and expectations reflected in or suggested by such forward-looking statements
are reasonable, such forward-looking statements are subject to a number of risks and uncertainties,
and Insteel can provide no assurances that such plans, intentions or expectations will be achieved.
Many of these risks and uncertainties are discussed in detail in Insteels periodic and other
reports and statements that it files with the U.S. Securities and Exchange Commission (the SEC),
in particular in its Annual Report on Form 10-K for the year ended October 3, 2009. You should
carefully review these risks and uncertainties.
All forward-looking statements attributable to Insteel or persons acting on its behalf are
expressly qualified in their entirety by these cautionary statements. All forward-looking
statements speak only to the respective dates on which such statements are made and Insteel does
not undertake and specifically declines any obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect any future events or
circumstances after the date of such statements or to reflect the occurrence of anticipated or
unanticipated events, except as may be required by law.
It is not possible to anticipate and list all risks and uncertainties that may affect Insteels
future operations or financial performance; however, they include, but are not limited to, the
following: potential difficulties that may be encountered in integrating the Ivy Acquisition into
Insteels existing business; potential difficulties in realizing synergies with respect to the Ivy
Acquisition; competitive and customer responses to Insteels expanded business; general economic
and competitive conditions in the markets in which Insteel operates; credit market conditions and
the relative availability of financing to Insteel, its customers and the construction industry as a
whole; the continuation of reduced spending for nonresidential construction, particularly
commercial construction, and the impact on demand for Insteels products; the timing of the
resolution of a new multi-year federal transportation funding authorization and the magnitude of
the infrastructure-related funding provided for that requires the use of Insteels products; the
severity and duration of the downturn in residential construction and the impact on those portions
of Insteels business that are correlated with the housing sector; the cyclical nature of the steel
and building material industries; fluctuations in the cost and availability of Insteels primary
raw material, hot-rolled steel wire rod, from domestic and foreign suppliers; competitive pricing
pressures and Insteels ability to raise selling prices in order to recover increases in wire rod
costs; changes in U.S. or foreign trade policy affecting imports or exports of steel wire rod or
Insteels products; unanticipated changes in customer demand, order patterns and inventory levels;
the impact of weak demand and reduced capacity utilization levels on Insteels unit manufacturing
costs; Insteels ability to further develop the market for engineered structural mesh (ESM) and
expand its shipments of ESM; legal, environmental, economic or regulatory developments that
significantly impact Insteels operating costs; unanticipated plant outages, equipment failures or
labor difficulties; continued escalation in certain of Insteels operating costs; and the other
risks and uncertainties discussed in Insteels Annual Report on Form 10-K for the year ended
October 3, 2009 and in other filings made by Insteel with the SEC.
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Insteel Industries, Inc.