This Amendment No. 3 (“Amendment No. 3”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, “Schedule 14D-9”) originally filed by IEC Electronics
Corp., a Delaware corporation (“IEC” or the “Company”), with the Securities and Exchange Commission (the “SEC”) on August 26, 2021, relating to the tender offer by Creation Technologies International Inc., a
Delaware corporation (“Parent”) and CTI Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), to purchase all of the issued and outstanding shares of the Company’s common stock, par
value $0.01 per share (the “Shares”) at an offer price per Share of $15.35, net to the holder of such Share, in cash, without interest and subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated August 26, 2021 (as it may be amended or supplemented from time to time), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time).
Except to the extent specifically provided in this Amendment No. 3, the information set forth in the Schedule 14D-9 remains unchanged.
Capitalized terms used, but not otherwise defined, in this Amendment No. 3 shall have the meanings ascribed to them in the Schedule 14D-9. This Amendment No. 3 is being filed to reflect certain
updates as set forth below.
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Item 8.
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Additional Information
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Item 8 of the Schedule 14D-9 is hereby amended and supplemented by deleting the paragraph under the
heading of the section entitled “Item 8. Additional Information—Legal Proceedings,” beginning on page 35 of the Schedule 14D-9 and replacing it with the following paragraphs:
On August 30, 2021, a lawsuit was filed against the Company and the members of the Company’s board of directors in the United States
District Court for the District of Delaware (the “District Court”), captioned Shiva Stein v. IEC Electronics Corp. et al. (No.
1:21-cv-01253-CFC) (the “Stein Complaint”). On August 31, 2021, a lawsuit was filed against the Company, members
of the Company’s board of directors, Purchaser, Parent and Guarantor in the District Court, captioned Alex Ciccotelli v. IEC Electronics Corp. et al. (No. 1:21-cv-01255-CFC) (the “Ciccotelli Complaint”). On September 2, 2021, a lawsuit was filed against the Company and members of the Company’s board of directors in the District Court,
captioned Shawn Strickland v. IEC Electronics Corp. et al. (No. 1:21-cv-01266-CFC) (the “Strickland Complaint”). On
September 9, 2021, a lawsuit was filed against the Company and members of the Company’s board of directors in the District Court, captioned Christopher Taylor v. IEC Electronics Corp. et al. (No. 1:21-cv-01283-UNA) (the “Taylor Complaint”). On September 10, 2021, a lawsuit was filed against the Company and members of the Company’s board of
directors in the United States District Court Eastern District of New York, captioned Cynthia Ostrander v. IEC Electronics Corp. et al. (No.
1:21-cv-05064-BMC) (the “Ostrander Complaint” and, collectively with the Stein Complaint, the Ciccotelli Complaint, the
Strickland Complaint and the Taylor Complaint, the “Complaints”). The Complaints generally allege, among other things, that the Company and the members of the Company’s board of directors violated Section 14 of the Exchange Act
and Rule 14d-9 promulgated thereunder by issuing a Schedule 14D-9 that was materially misleading and omitted material facts related to the transactions contemplated in
the Merger Agreement. The Complaints also allege that the members of the Company’s board of directors violated Section 20(a) of the Exchange Act, as controlling persons who had the ability to prevent the Schedule 14D-9 from being materially false and misleading. The Ciccotelli Complaint asserts that the Purchaser, Parent, Guarantor and the members of the Company’s board of directors are also controlling persons with the
ability to prevent the Schedule 14D-9 from being materially false and misleading. The Complaints seek, among other things, an injunction against the consummation of the transactions contemplated in the Merger
Agreement, rescission or an award of rescissory damages in the event such transactions are consummated, and an award of costs for the actions, including reasonable attorneys’ and experts’ fees.
The Company, the Parent and the Purchaser believe that the allegations and claims asserted with respect to the Company, the Company’s
board of directors, Purchaser, Parent and Guarantor are without merit.
If additional similar complaints are filed, absent new or
different allegations that are material, the Company, the Parent and the Purchaser will not necessarily announce such additional filings.