LS Cable Announces Commencement of US$45.00 Per Share Cash Tender Offer for Superior Essex
01 7์ 2008 - 9:00PM
Business Wire
LS Cable Ltd. today announced that LS Cable๏ฟฝs indirect subsidiary,
Cyprus Acquisition Merger Sub, Inc., has commenced a tender offer
for all the outstanding shares of common stock of Superior Essex
Inc. (NASDAQ: SPSX) at a purchase price of US$45.00 per share in
cash. The transaction implies a total equity value for Superior
Essex of approximately US$900 million or a total enterprise value
of about US$1.2 billion, including indebtedness. The offering price
represents a premium of approximately 50% over the year-to-date
average closing price of Superior Essex common stock prior to June
11, 2008, the date LS Cable and Superior Essex signed and announced
a definitive merger agreement for LS Cable to acquire Superior
Essex. The combination will create a wire and cable industry leader
with a strong product portfolio and capabilities in power cable,
magnet wire, communications cable and copper rod. The Board of
Directors of Superior Essex has approved the merger agreement and
determined that the transactions are fair to, and in the best
interests of, Superior Essex stockholders. The Superior Essex Board
recommends that stockholders tender their shares pursuant to the
tender offer. The tender offer is subject to the tender of a
majority of the outstanding shares of Superior Essex, as well as
the receipt of certain regulatory approvals and other customary
conditions. The tender offer is not subject to a financing
condition. The tender offer will expire at 5:00 PM (New York time)
on July 30, 2008, unless extended. As promptly as practicable
following completion of the tender offer, subject to the conditions
in the merger agreement, the parties will effect a second-step
merger in which Superior Essex stockholders who did not tender
their shares in the offer will receive the same cash price per
share. About LS Cable LS Cable is a leading wire and cable
manufacturer with headquarters located in Korea. LS Cable has 6,100
employees and more than 25 manufacturing sites located in 12
countries, with operations on three continents. LS Cable was
founded in Korea in 1962 and it became a listed company on the
Stock Market Division of Korea Exchange (formerly known as Korea
Stock Exchange) in June 1977. LS Cable provides a wide range of
power and communications cable solutions for the energy
infrastructure, construction, automotive, railway,
telecommunication and electronic industries. With high, medium and
low voltage power cables, LS Cable meets its customers๏ฟฝ demands for
cable and cable systems for power transmission and distribution in
energy infrastructure and related industries. LS Cable also serves
the needs of customers for optical communication, which is the
platform of broadband networks. LS Cable offers various optical
cables and optical fibers of single and multi mode for LAN, access,
long distance and metropolitan networks. LS Cable supplies coaxial
cables, UTP cables and FTTH (Fiber to The Home) solutions for rapid
and massive data transmission. For more information about LS Cable,
please visit www.lscable.com. As previously announced, on or about
July 2, 2008, LS Cable is expected to effect an internal corporate
structure change. LS Cable will change its name from ๏ฟฝLS Cable
Ltd.๏ฟฝ to ๏ฟฝLS Corp.๏ฟฝ and transfer the assets and liabilities of its
wire and cable business into a newly established wholly owned
subsidiary to be named ๏ฟฝLS Cable Ltd.๏ฟฝ Additional Information This
press release is neither an offer to purchase nor a solicitation of
an offer to sell shares of Superior Essex. LS Cable and Cyprus
Merger Acquisition Sub, Inc. are today filing with the U.S.
Securities and Exchange Commission (the ๏ฟฝSEC๏ฟฝ) a Tender Offer
Statement on Schedule TO (including the Offer to Purchase and
related form of Letter of Transmittal) setting forth in detail the
terms of the tender offer, and Superior Essex is today filing with
the SEC a Solicitation/Recommendation Statement on Schedule 14D-9
with respect to the tender offer containing, among other things, a
description of the Superior Essex Board๏ฟฝs recommendation that
stockholders tender their shares. The tender offer will be made
solely by the Tender Offer Statement. The Tender Offer Statement
and the Solicitation/Recommendation Statement will contain
important information and should be read carefully by Superior
Essex stockholders before making any decision with respect to the
tender offer. The Offer to Purchase, Letter of Transmittal and
Solicitation/Recommendation Statement (with certain exhibits
omitted) will be mailed to stockholders of record and furnished to
brokers, dealers, banks and trust companies for forwarding to their
clients who are beneficial owners of Superior Essex shares. The
Tender Offer Statement and the Solicitation/Recommendation
Statement (in each case, with exhibits) will also be available for
free at the SEC๏ฟฝs website at www.sec.gov, as will any amendments,
when filed. Forward-Looking Statements and Risk Factors This press
release may contain certain forward-looking statements with respect
to the financial condition, results of operations and business of
Superior Essex and certain of the plans and objectives of Superior
Essex and LS Cable and their respective subsidiaries with respect
to, among other things, the completion of the tender offer and the
merger. Completion of the tender offer and merger are subject to
conditions, including satisfaction of a minimum tender condition
and the receipt of regulatory approvals, and there can be no
assurances that those conditions will be satisfied and that the
tender offer and merger will be completed. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future and there are many factors, including the risk
factors detailed in Superior Essex๏ฟฝs filings with the SEC
(including its Annual Report on Form 10-K for the year ended
December 31, 2007, and its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2008) that could cause actual results and
developments to differ materially from those expressed or implied
by these forward-looking statements. Forward-looking statements
contained herein are made only as of the date hereof, and we do not
undertake to update these statements to reflect subsequent events
or developments, except as required by federal securities law
including SEC rules.
Superior Essex (MM) (NASDAQ:SPSX)
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Superior Essex (MM) (NASDAQ:SPSX)
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