Creation Technologies Inc. and IEC Electronics Corp. Announce Completion of Tender Offer
05 10월 2021 - 8:00PM
IEC Electronics Corp. (NASDAQ: IEC) (“IEC”) and Creation
Technologies Inc. (“Creation”) today jointly announced the
successful completion of the tender offer (the “Offer”) by CTI
Acquisition Corp. for all of the issued and outstanding shares of
common stock of IEC for a price of $15.35 per share in cash,
without interest and less any applicable withholding taxes. The
Offer expired at 5:00 p.m., New York city time, on October 4, 2021.
Creation expects to complete the acquisition of IEC today through a
merger without a vote of IEC stockholders pursuant to
Section 251(h) of the General Corporation Law of the State of
Delaware.
The depository for the Offer has advised Creation that, as of
the expiration of the Offer, a total of 7,731,697 shares had been
validly tendered into and not validly withdrawn from the Offer,
which tendered shares represent approximately 72.5% of IEC’s
outstanding shares of common stock and a sufficient number of
shares such that the minimum tender condition to the Offer was
satisfied. Additionally, the depository has advised that an
additional 372,889 shares had been tendered by notice of guaranteed
delivery, representing approximately 3.5% of the IEC shares of
common stock outstanding. Accordingly, all shares that were validly
tendered and not validly withdrawn were accepted for payment, and
CTI Acquisition Corp. will promptly pay for all such tendered
shares in accordance with the terms of the Offer.
As a result of the merger, IEC will become a wholly owned
subsidiary of Creation. In the merger, each share of common stock
of IEC (other than shares (i) owned by IEC’s stockholders who
have perfected their statutory rights of appraisal under Delaware
law, (ii) then owned by Creation Technologies International
Inc. or IEC, or any wholly owned subsidiary thereof, or
(iii) irrevocably accepted for purchase in the Offer) will be
cancelled and converted into the right to receive the same $15.35
per share in cash, without interest and less any applicable
withholding taxes, that was paid in the Offer. Following completion
of the merger, IEC’s common stock will no longer be listed for
trading on the Nasdaq Global Market, which is expected to take
effect later today.
About IEC
IEC is a provider of electronic manufacturing services (“EMS”)
to advanced technology companies that produce life-saving and
mission critical products for the medical, industrial, and
aerospace and defense sectors. The company specializes in
delivering technical solutions for the custom manufacture of
complex full system assemblies by
providing on-site analytical testing laboratories, custom
design and test engineering services combined with a broad array of
manufacturing services encompassing electronics, interconnect
solutions and precision metalworking. As a full service EMS
provider, IEC holds all appropriate certifications for the market
sectors it supports including ISO 9001:2015, AS9100D, ISO 13485 and
is Nadcap accredited. IEC is headquartered in Newark, NY and also
has operations in Rochester, NY and Albuquerque, NM. Additional
information about IEC can be found on its web site
at www.iec-electronics.com.
About Creation
Creation provides total product lifecycle solutions including
turnkey design, rapid prototyping, manufacturing and fulfillment to
its customers around the world. Since 1991, Creation has been
focused on making it easy for OEMs to ‘say yes’ to their customers.
The company of approximately 3,100 people operates ten
manufacturing locations, two design centers and a rapid prototyping
center in the U.S., Canada, Mexico and China. Its OEM customers are
in the Aerospace & Defense, Medical and Tech Industrials
markets. Additional information about Creation can be found on its
web site at www.creationtech.com.
Additional Information and Where To Find
ItImportant Additional Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sell common stock of IEC or any other
securities. This communication is for informational purposes only.
The tender offer transaction that commenced on August 26, 2021 by
affiliates of Creation is being made pursuant to a Tender Offer
Statement on Schedule TO (including the Offer to Purchase, a
related Letter of Transmittal and other offer materials) filed by
such affiliates of Creation with the U.S. Securities and Exchange
Commissions (“SEC”). In addition, IEC filed a related
Solicitation/Recommendation Statement
on Schedule 14D-9 with the SEC. The offer to
purchase shares of IEC’s common stock is only being made pursuant
to the Offer to Purchase, the Letter of Transmittal and related
offer materials filed as a part of the Tender Offer Statement on
Schedule TO, in each case as amended from time to time. THE
TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE
RELATED LETTER OF TRANSMITTAL AND OTHER MATERIALS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT
ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION.
PRIOR TO MAKING ANY DECISION REGARDING THE TENDER OFFER, IEC
STOCKHOLDERS ARE STRONGLY ADVISED TO CAREFULLY READ THE TENDER
OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE OFFER TO
PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
MATERIALS) AND THE RELATED SOLICITATION/ RECOMMENDATION STATEMENT
ON SCHEDULE 14D-9, AS FILED AND AS MAY BE AMENDED
FROM TIME TO TIME. IEC stockholders may obtain the Tender Offer
Statement on Schedule TO (including the Offer to Purchase, the
related Letter of Transmittal and other offer materials) and the
related Solicitation/Recommendation Statement
on Schedule 14D-9 at no charge on the SEC’s website
at www.sec.gov. In addition, the Tender Offer Statement on
Schedule TO (including the Offer to Purchase, the related
Letter of Transmittal and other offer materials) and the related
Solicitation/Recommendation Statement
on Schedule 14D-9 may be obtained free of charge
from the information agent for the tender offer, D.F. King &
Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005,
Telephone Number (800) 848-2998, if a stockholder, by
(212) 269-5550, if a bank or broker.
Cautionary Statement Regarding Forward-Looking
Statements
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. In
some cases, you can identify forward-looking statements by terms
such as “may,” “will,” “should,” “expects,” “believes,” or other
similar words or phrases. The ultimate correctness of these
forward-looking statements is dependent upon a number of known and
unknown risks and events and is subject to various uncertainties
and other factors that may cause the actual results, performance or
achievements of IEC or Creation to be materially different from any
future results, performance or achievements expressed or implied by
these forward-looking statements. These risks and uncertainties
include the risks detailed in IEC’s Annual Report on
Form 10-K, its Quarterly Reports on
Form 10-Q and its other filings with the Securities and
Exchange Commission.
All forward-looking statements included in this release are made
only as of the date indicated or as of the date of this release.
Neither IEC nor Creation undertake any obligation to update or
revise any forward-looking statements to reflect events or
circumstances that subsequently occur or which we hereafter become
aware of, except as required by law. These forward-looking
statements should not be relied upon as representing IEC’s view or
Creation’s view as of any date subsequent to the date of this press
release.
IEC
Contact: |
Thomas L. Barbato |
Senior Vice President and
Chief Financial Officer |
IEC Electronics Corp. |
(315) 332-4493 |
tbarbato@iec-electronics.com |
|
Agency
Contact: |
John Nesbett/Jennifer
Belodeau |
IMS Investor Relations |
(203) 972-9200 |
jnesbett@institutionalms.com |
Creation Contact:Craig ConradVice President
Marketing and CommunicationsCreation Technologies Inc.(508)
446-3492craig.conrad@creationtech.com
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