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8-K - US 1 INDUSTRIES INC | v212021_8k.htm |
EX-2.1 - US 1 INDUSTRIES INC | v212021_ex2-1.htm |
Exhibit
99.1
US
1 INDUSTRIES, INC. SIGNS MERGER AGREEMENT
TO BE ACQUIRED FOR $1.43 PER SHARE IN
CASH
VALPARAISO,
Indiana – (BUSINESSWIRE) – February 18, 2011 – US 1 Industries, Inc. (OTC BB:
USOO.OB) (“US 1” or “The Company”) announced today that it has entered into
a definitive merger agreement to be acquired for $1.43 per share in cash by
Trucking Investment Co., Inc. (“TIC”), a company formed and owned by Harold
Antonson (the Chief Financial Officer of US 1 and a member of the Board of
Directors of the Company) and Michael Kibler (the President and Chief Executive
Officer of US 1 and a member of the Board of Directors of the
Company) (collectively, the “Proposing Persons”) – the US 1 shareholders who
previously submitted proposals to US 1’s Board of Directors (the “Board”) to
take US 1 private. The Proposing Persons collectively beneficially own
approximately 53% of the issued and outstanding common shares of US
1.
The
merger consideration represents a premium of 46% over the $0.98 per
share average reported closing price of the Company’s common stock for the 90
trading days ended September 15, 2010, the last trading day prior to the initial
proposal and a 43% premium over the $1.00 per share reported closing price on
September 15, 2010. In determining this offer price, the Board received a
third-party valuation from its financial advisor and will receive a fairness
opinion from the firm performing this valuation.
US 1’s
Board, acting upon the unanimous recommendation of a special committee comprised
entirely of independent directors, has unanimously adopted the merger agreement
and approved the merger, determined that the merger is fair to and in the best
interests of US 1 and its shareholders (other than the Proposing Persons), and
recommended that US 1’s shareholders vote in favor of the adoption of the merger
agreement and approval of the merger.
The
Proposing Persons, who currently own in the aggregate approximately 7,920,892
shares of US 1’s outstanding common stock (representing approximately 53%
of US 1’s outstanding shares), have entered into a voting agreement in which
they have agreed to vote all of their Company shares in favor of the adoption of
the merger agreement. These shareholders also have agreed to exchange all of
their Company shares for equity interests in TIC in lieu of their receipt of the
cash merger consideration for those shares.
The
transaction is expected to be completed in the second quarter of 2011, subject
to regulatory approvals and other customary closing conditions,
including TIC obtaining debt financing on the terms set forth in the debt
financing commitment letter it has received and the adoption of the merger
agreement and approval of the merger by the holders of a majority of US 1’s
issued and outstanding common shares. TIC has been advised by U.S. Bancorp that
it believes that it will be able to fund the purchase price for the shares that
are acquired.
About the
Transaction
In
connection with the proposed merger, US 1 plans to file a proxy statement with
the SEC relating to the solicitation of proxies from its shareholders in
connection with a special meeting of shareholders of US 1 to be held for the
purpose of voting on the adoption of the merger agreement and approval of the
merger. Before making any
voting decision with respect to the proposed transaction, investors and security
holders are urged to read the proxy statement and other relevant materials when
they become available because they will contain important information about the
proposed transaction.
The proxy statement
(when available) and any other documents filed by US 1 with the SEC may be
obtained free of charge at the SEC’s website at www.sec.gov or from US 1 by
directing a request to US 1 Industries, Inc., 336 West US 30, Suite 201,
Valparaiso, Indiana 46385, Attn: Secretary; telephone (219)
476-1300.
US 1 and
its executive officers, directors and other members of its management and
employees may be deemed to be participants in the solicitation of proxies from
US 1’s shareholders with respect to the proposed merger. Information regarding
the participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be set forth in the
proxy statement and other relevant materials to be filed with the SEC.
Information regarding US 1’s directors and executive officers is available in US
1’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009
filed with the SEC on March 16, 2010. The proxy statement (when available)
and any other documents filed by US 1 with the SEC may be obtained free of
charge at the SEC’s website at www.sec.gov or from US 1 by directing a request
to US 1 Industries, Inc., 336 West US 30, Suite 201, Valparaiso,
Indiana 46385, Attn: Secretary; telephone (219)
476-1300.
About US 1 Industries,
Inc.
US 1,
headquartered in Valparaiso, Indiana, is a holding company that owns subsidiary
operating companies, most of which are interstate trucking companies operating
in 48 states. US 1’s business consists principally of truckload
operations, for which US 1, through its subsidiaries, obtains a significant
percentage of its business through independent agents, who then arrange with
independent truckers to haul freight to the desired destinations.
Forward-Looking
Information
Certain
statements made in this press release are forward-looking, including statements
that assume the successful completion of the merger, and are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements convey our current expectations or forecast
future events. All statements contained in this press release, other than
statements of historical fact, may be considered forward-looking statements. The
words “may,” “continue,” “estimate,” “intend,” “plan,” “will,” “believe,”
“project,” “expect,” “anticipate” and similar expressions generally identify
forward-looking statements but the absence of these words does not necessarily
mean that a statement is not forward-looking. Forward-looking statements are not
guarantees of future performance and involve risks and uncertainties that may
cause actual results to differ materially from those statements. These risks and
uncertainties include, but are not limited to, the risk that the US 1
shareholders do not adopt the merger agreement and approve the merger and the
risk that the merger is not consummated for other reasons. For a discussion of
these and further risks and uncertainties, please see our filings with the
Securities and Exchange Commission, including our Annual Report on Form 10-K for
the year ended December 31, 2009. We file annual, quarterly and current
reports, proxy statements and other information with the SEC. You may read and
copy any reports, statements or other information that we file at the SEC’s
public reference room at 100 F Street, N.E., Washington, D.C., 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
room. Our public filings with the SEC also are available at the Web site
maintained by the SEC at http://www.sec.gov.
Contact:
US 1 Industries, Inc.
Michael Kibler,
219-476-1320
Email address: m.kibler@us1industries.com
Web-site: www.us1industries.com