American Railcar Industries, Inc. Announces Definitive Merger Agreement
22 10월 2018 - 8:00PM
American Railcar Industries, Inc. (ARI or the Company) (NASDAQ:
ARII) today announced that it has entered into a definitive
agreement to merge with a wholly-owned subsidiary of ITE Rail Fund
L.P., managed by ITE Management L.P., at a price of $70.00 per
share, which is 51% above the October 19, 2018 closing price of
$46.29. The transaction is valued at approximately $1.75
billion (including ARI’s net indebtedness), which is a great result
for all ARI shareholders.
John O'Bryan, President and CEO of ARI, commented, “ARI is a
highly respected company in the railcar industry with a rich
history of growth and innovation for over 20 years. The sale
demonstrates the value this company, its employees and shareholders
have created, and I would like to thank Icahn Enterprises L.P. for
its support and guidance over the years. I would like to thank the
ARI team for their dedication to our values, vision, and commitment
to serving our customers. We look forward to working with the ITE
team to continue to improve our business and grow in the years to
come.”
Jim Unger, a Partner of ITE, commented, “As one of ARI’s
founders and, formerly, its President and CEO for almost 15
years, I know that ITE can work with this great organization and
its people to continue to build and move America’s infrastructure.
With its current railcar lease fleet of nearly 14,000 railcars and
the foundation of its manufacturing and repair businesses, we are
excited about partnering with the ARI team to support continued
growth of the business.”
The transaction is expected to close in the fourth quarter of
2018, subject to termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and other customary closing conditions. The transaction is not
subject to any further due diligence or any financing
conditions.
About ARI
ARI is a prominent North American designer and
manufacturer of hopper and tank railcars. ARI provides its railcar
customers with integrated solutions through a comprehensive set of
high quality products and related services. ARI manufactures and
sells railcars, custom designed railcar parts, and other industrial
products. ARI and its subsidiaries also lease railcars manufactured
by the Company to certain markets, and ARI manages these lease
railcars in-house. In addition, ARI and its subsidiaries provide
railcar repair services through its various repair facilities,
including mini-shops and mobile units, offering a range of services
from full to light repair. More information about American Railcar
Industries, Inc. is available on its website at americanrailcar.com
or call the Investor Relations Department, 636.940.6000.
About ITE Management
L.P.
ITE Management, an affiliate of ITE Rail Fund
L.P., is an investment firm targeting industrial and transportation
assets and companies, and related industries and services with a
critical focus on investments that generate current cash. ITE
Management’s investment strategies focus on broad macro-economic
themes. The principals of ITE Management are seasoned
industry professionals in investments, investment management,
banking, manufacturing and leasing with an average of over 25 years
of experience.
Forward Looking Statement
DisclaimerThis release contains certain “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, many of which are beyond our ability to control
or predict. Forward-looking statements may be identified by words
such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” “will” or words of similar meaning and
include, but are not limited to, statements regarding the Company’s
planned merger with ITE and the anticipated timing thereof. These
forward-looking statements are not guarantees that the transaction
will take place and involve risks, assumptions, and uncertainties,
including, but not limited to, risks related to the satisfaction of
the conditions to closing the transaction in the anticipated
timeframe or at all; the failure to obtain necessary regulatory
approval; the ability to realize the anticipated benefits of the
transaction; potential negative effects of this announcement on the
market price of our common stock; litigation or regulatory actions
related to the proposed transaction; the ability to retain certain
key employees of the Company; and other risks and uncertainties
detailed from time to time in our filings with the Securities and
Exchange Commission. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, the planned transaction may not occur, or may vary
materially from those indicated or anticipated by these
forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements, which speak only as of the
date they are made and are not guarantees of future
performance. The Company expressly disclaims any duty to
provide updates to any forward-looking statements made in this
press release, whether as a result of new information, future
events or otherwise.
Additional Information and Where to Find ItThis
communication is being made in respect of the proposed merger
involving the Company and ITE. The Company will prepare an
information statement for its stockholders containing the
information with respect to the merger specified in Schedule 14C
promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and describing the proposed merger.
When completed, a definitive information statement will be mailed
to the Company’s stockholders. Investors are urged to
carefully read the information statement regarding the proposed
merger and any other relevant documents in their entirety when they
become available because they will contain important information
about the proposed merger. You may obtain copies of all
documents filed with the SEC regarding the merger agreement and the
merger free of charge, at the SEC’s website, http://www.sec.gov, or
from the Company by directing a request by mail to the Company at
100 Clark Street, St. Charles, Missouri 63301, Attention: Corporate
Secretary, or by contacting the Company’s Investor Relations
Department at 636.940.6000.
American Railcar (NASDAQ:ARII)
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부터 8월(8) 2024 으로 9월(9) 2024
American Railcar (NASDAQ:ARII)
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부터 9월(9) 2023 으로 9월(9) 2024