Interline brands, Inc. Announces Date for Special Meeting of Stockholders
25 7월 2012 - 4:42AM
Interline Brands, Inc. (NYSE:IBI) ("Interline" or the "Company"), a
leading direct marketer and distributor of broad-line maintenance,
repair and operations (MRO) products, today announced that it will
hold a special meeting of stockholders at 10:00 a.m. local time on
Wednesday, August 29, 2012 at the offices of Interline Brands,
Inc., located at 701 San Marco Boulevard, Jacksonville, Florida
32207. As previously announced, the stockholders of record of the
Company at the close of business on Thursday, July 26, 2012 will be
entitled to vote at the special meeting upon, among other things,
the proposal to adopt the previously announced Agreement and Plan
of Merger, entered into on May 29, 2012 (the "Merger Agreement"),
by and among the Company, Isabelle Holding Company Inc., a Delaware
corporation ("Parent"), and Isabelle Acquisition Sub Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent
("Merger Sub"). Parent is an affiliate of GS Capital Partners VI
Fund, L.P. ("GS Capital Partners"). One or more investment funds
managed by P2 Capital Partners, LLC ("P2 Capital Partners" or "P2")
will also own an interest in Parent at the closing of the
transactions contemplated by the Merger Agreement.
The parties currently expect to complete the merger by the end
of the third fiscal quarter of 2012, subject to certain closing
conditions, including the approval of Interline's stockholders.
Following completion of the transaction, Interline will become a
privately held company and its stock will no longer trade on the
New York Stock Exchange.
About Interline
Interline is a leading distributor and direct marketer with
headquarters in Jacksonville, Florida. Interline provides
broad-line MRO products to a diversified customer base of
facilities maintenance professionals, professional contractors, and
specialty distributors primarily throughout North America, Central
America and the Caribbean. For more information, visit the
Company's website at http://www.interlinebrands.com.
About GS Capital Partners
Since 1986, the Goldman Sachs Merchant Banking Division and its
predecessor business areas have raised 16 private equity and
principal debt investment funds aggregating over $82 billion of
capital (including leverage). A global leader in private corporate
equity investing, the GS Capital Partners family of funds focuses
on large, high quality companies with strong management and funding
acquisition or expansion across a range of industries and
geographies. Founded in 1869, Goldman Sachs is a leading global
investment banking, securities and investment management firm that
provides a wide range of financial services to a substantial and
diversified client base that includes corporations, financial
institutions, governments and high-net-worth individuals. For more
information, please visit www.gs.com/pia.
About P2 Capital Partners, LLC
P2 Capital Partners, LLC is a New York-based investment firm
that applies a private equity approach to investing in the public
market. P2 manages a concentrated portfolio of significant
ownership stakes in high quality public companies in which it is an
active shareholder focused on creating long-term value in
partnership with management. The firm will also lead private equity
transactions within its public portfolio. P2's limited partners
include leading public pension funds, corporate pension funds,
endowments, foundations, insurance companies, and high net worth
investors.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING
STATEMENTS
Statements herein regarding the proposed transaction between
Parent, Merger Sub and the Company, future financial and operating
results, benefits and synergies of the transaction, future
opportunities for the combined company and any other statements
about future expectations constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are based upon current beliefs and
expectations and are subject to significant risks and
uncertainties. There are a number of important factors that could
cause actual results or events to differ materially from those
indicated by such forward looking statements, including: the
ability to obtain governmental approvals of the transaction on the
proposed terms and schedule and the failure of the Company's
stockholders to approve the transaction. Additional factors that
may affect future results are contained in each company's filings
with the Securities and Exchange Commission ("SEC"), including each
company's Annual Report on Form 10-K for the year ended December
30, 2011, which are available at the SEC's Web site
http://www.sec.gov. The information set forth herein speaks only as
of the date hereof, and any intention or obligation to update any
forward looking statements as a result of developments occurring
after the date hereof is hereby disclaimed.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
In connection with the proposed transaction, the Company filed a
preliminary Proxy Statement with the SEC on June 20, 2012.
Investors and security holders of the Company are urged to read the
Proxy Statement and any other relevant documents filed with the SEC
when they are available because they will contain important
information about the Company, the proposed transaction and related
matters. When completed, the final Proxy Statement will be mailed
to stockholders of the Company. Investors and security holders of
the Company will be able to obtain copies of the Proxy Statement,
when they become available, as well as other filings with the SEC
that will be incorporated by reference into such documents,
containing information about the Company, without charge, at the
SEC's Internet site (http://www.sec.gov). These documents may also
be obtained for free from the Company by directing a request to the
Company, Investor Relations, 701 San Marco Boulevard, Jacksonville,
FL 32207 or at the Company's Investor Relations page on its
corporate website at http://ir.interlinebrands.com.
PARTICIPANTS IN SOLICITATION
The Company and its respective directors and executive officers
and other members of management and employees may be deemed to be
participants in the solicitation of proxies from the Company's
stockholders in respect of the proposed transaction. Information
regarding the Company's participants is available in the Company's
Annual Report on Form 10-K for the year ended December 30, 2011 and
the Company's proxy statement, dated March 23, 2012, for its 2012
Annual Meeting of Stockholders, which are filed with the SEC.
Additional information regarding the interests of such participants
is included in the preliminary Proxy Statement filed with the SEC
on June 20, 2012 and will be included in the final Preliminary
Proxy Statement to be filed with the SEC.
CONTACT: Lev Cela
Phone: 904-421-1441
Interline (NYSE:IBI)
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