Fortune Brands Completes Tender Offer for Norcraft Companies, Inc.
12 5월 2015 - 9:30PM
Business Wire
Fortune Brands Home & Security (NYSE: FBHS) today announced
the successful completion of its tender offer to purchase all
outstanding shares of common stock of Norcraft Companies, Inc.
(NYSE: NCFT), for a price of $25.50 per share in cash.
“The addition of Norcraft to our cabinets segment strengthens
our overall product offering, rounds out our regional market
penetration and enhances our frameless capabilities,” said Chris
Klein, chief executive officer, Fortune Brands. “Strategic
acquisitions are one component of Fortune Brands’ overall strategy
to both grow the business and create incremental value for
shareholders through use of our strong balance sheet and cash flow.
We see many opportunities for enhanced growth by bringing these
businesses together.”
The offer and withdrawal rights expired, as scheduled, on
Monday, May 11, 2015 at 11:59 p.m., New York City time. The tender
offer was launched on April 14, 2015, following the announcement on
March 30, 2015, that Fortune Brands and Norcraft had reached
agreement on the terms of a merger agreement. The acquisition of
Norcraft is expected to be accretive to Fortune Brands’ earnings in
2016.
Following the expiration of the offer, approximately 14,798,762
shares of Norcraft common stock were validly tendered and not
withdrawn in the offer. That amount represents approximately 78
percent of the outstanding shares of Norcraft common stock. Fortune
Brands accepted for payment the shares through one of its indirect
wholly-owned subsidiaries.
Fortune Brands intends to effect a merger with Norcraft pursuant
to the terms of the merger agreement, which will result in Norcraft
becoming an indirect wholly-owned subsidiary of Fortune Brands. In
the merger, each remaining share of Norcraft common stock that was
not validly tendered in the tender offer, other than shares owned
by Fortune Brands or Norcraft and shares owned by any stockholder
of Norcraft who was entitled to demand, and who properly demanded,
appraisal rights, will be cancelled and converted into the right to
receive the same $25.50 per share in cash that was paid in the
tender offer.
Once the merger is completed, Fortune Brands intends to cause
all shares of Norcraft common stock to be delisted from the New
York Stock Exchange, and Norcraft will no longer have reporting
obligations under the Securities Exchange Act of 1934, as
amended.
About Fortune Brands
Fortune Brands Home & Security, Inc. (NYSE: FBHS),
headquartered in Deerfield, Ill., creates products and services
that help fulfill the dreams of homeowners and help people feel
more secure. The Company’s trusted brands include MasterBrand
cabinets, Moen faucets, Therma-Tru entry door systems, and Master
Lock and SentrySafe security products. Fortune Brands holds market
leadership positions in all of its segments. Fortune Brands is part
of the S&P MidCap 400 Index. For more information, please visit
www.FBHS.com.
CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS
This press release contains certain “forward-looking statements”
regarding business strategies, potential effects of past actions on
future performance, the impact of acquisitions, and other matters.
Statements preceded by, followed by or that otherwise include the
words “believes,” “expects,” “anticipates,” “intends,” “projects,”
“estimates,” “plans,” “outlook,” and similar expressions or future
or conditional verbs such as “will,” “should,” “would,” “may” and
“could” are generally forward-looking in nature and not historical
facts. Where, in any forward-looking statement, we express an
expectation or belief as to future results or events, such
expectation or belief is based on the current plans and
expectations of our management. Although we believe that these
statements are based on reasonable assumptions, they are subject to
numerous factors, risks and uncertainties that could cause actual
outcomes and results to be materially different from those
indicated in such statements. Our actual results could differ
materially from the results contemplated by these forward-looking
statements due to a number of factors, including but not limited to
those factors described in Item 1A of our Annual Report on Form
10-K for the year ended December 31, 2014, filed with the
Securities and Exchange Commission. In addition, this press release
contains certain forward-looking statements that involve risks and
uncertainties associated with the transaction between Fortune
Brands Home & Security, Inc. ("FBHS") and Norcraft
Companies, Inc. ("Norcraft"). These risks and uncertainties
include: the impact of any failure to complete the transaction; the
risk that FBHS will not realize the anticipated benefits of the
transaction; and other factors beyond the companies' control. The
forward-looking statements included in this release are made as of
the date hereof, and except as required by law, we undertake no
obligation to update, amend or clarify any forward-looking
statements to reflect events, new information or circumstances
occurring after the date of this release.
Additional Information
This press release is for informational purposes only and is not
a recommendation, an offer to purchase or a solicitation of an
offer to sell shares of Norcraft stock. Tahiti Acquisition Corp.,
an affiliate of FBHS, has filed with the Securities and Exchange
Commission (the “SEC”) a Tender Offer Statement on Schedule TO
containing an offer to purchase, a form of letter of transmittal
and other documents relating to the tender offer, and Norcraft has
filed with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer. These
documents, as they may be amended from time to time, contain
important information about the tender offer and investors and
stockholders of Norcraft are strongly urged to read them carefully
and in their entirety when they become available prior to making
any decisions with respect to the tender offer. Norcraft
stockholders are able to obtain a free copy of the
Solicitation/Recommendation Statement and other documents (when
they become available) at the website maintained by the SEC at
www.sec.gov. In addition, the Tender
Offer Statement and other documents (when they become available)
filed by an affiliate of Fortune Brands with the SEC are available
to all stockholders of Norcraft free of charge at www.FBHS.com. The Solicitation/Recommendation
Statement and other documents (when they become available) filed by
Norcraft with the SEC are available to all stockholders of Norcraft
free of charge at www.norcraftcompanies.com.
Fortune Brands Home & SecurityInvestor and Media
Contact:Brian Lantz, 847-484-4574brian.lantz@FBHS.com
NORCRAFT COMPANIES, INC. (NYSE:NCFT)
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