Salton, Inc. Approves Executed Financing Commitment Letters
29 3월 2007 - 9:38AM
Business Wire
Salton, Inc. (NYSE:SFP) today announced that its board of directors
approved the executed financing commitment letters delivered to
Salton by APN Holding Company, Inc. as required by the terms of the
Agreement and Plan of Merger dated February 7, 2007 (the �Merger
Agreement�) by and among Salton, SFP Merger Sub, a wholly-owned
subsidiary of Salton, and APN Holding Company, Inc. The Merger
Agreement provides for the merger of SFP Merger Sub with and into
APN Holding Company, Inc., which owns all of the outstanding common
shares of Applica Incorporated. The commitment letters are from:
(1)�Silver Point Finance LLC; (2)�Bank of America N.A. and Banc of
America Securities LLC; and (3)�Harbinger Capital Partners Master
Fund�I, Ltd. (�Master Fund�) and Harbinger Capital Partners Special
Fund, L.P. (�Special Fund�). The commitment letter from Silver
Point Finance LLC provides for borrowings of up to $175�million
under several senior secured credit facilities. The commitment
letter from Bank of America, N.A. and Banc of America Securities
LLC provides for borrowings of up to $250�million under a senior
secured credit facility. Pursuant to the commitment letter from
Master Fund and Special Fund, they have agreed to purchase shares
of a new class of Salton�s preferred stock and detachable warrants
to purchase 21,000,000 shares of Salton�s common stock for an
aggregate purchase price of $100 million by exchanging a principal
amount of Salton�s 12-1/4% Senior Subordinated Notes due 2008
and/or Second Lien Notes (in each case at the applicable redemption
or repurchase price required to be paid in connection with a change
of control) plus any accrued and unpaid interest thereon through
the closing date of the merger in an aggregate amount equal to the
$100 million. The new preferred stock will be entitled to a 16%
cumulative dividend payable in kind, and will be redeemable 6 years
following the closing of the merger. The warrants will have an
exercise price of $2.45 per share and will expire 10 years
following the closing of the merger contemplated by the Merger
Agreement. Salton intends to file with the Securities and Exchange
Commission a Current Report on Form 8-K with a copy of the
financing commitment letters. Consummation of the merger is subject
to various conditions, including the approval by the Company�s
stockholders, the funding of the financing commitments delivered by
APN Holding Company, Inc. or alternative financing, and the absence
of legal impediments to the consummation of the merger. The parties
previously made all filings required under the Hart-Scott-Rodino
Antitrust Improvements Act, and the waiting period thereunder
expired in January 2007. Salton also announced that it has entered
into a cross-licensing agreement with Applica Incorporated pursuant
to which each company has granted to the other party the right to
use certain brand names and other intellectual property in certain
markets in exchange for specified royalties. ABOUT SALTON, INC.
Salton, Inc. is a leading designer, marketer and distributor of
branded, high-quality small appliances, home decor and personal
care products. Its product mix includes a broad range of small
kitchen and home appliances, electronics for the home, time
products, lighting products and personal care and wellness
products. The Company sells its products under a portfolio of well
recognized brand names such as Salton�, George Foreman�,
Westinghouse�, Toastmaster�, Melitta�, Russell Hobbs�, Farberware�,
Ingraham� and Stiffel�. It believes its strong market position
results from its well-known brand names, high-quality and
innovative products, strong relationships with its customer base
and its focused outsourcing strategy. ABOUT APPLICA Applica and its
subsidiaries are marketers and distributors of a broad range of
branded and private-label small household appliances. Applica
markets and distributes kitchen products, home products, pest
control products, pet care products and personal care products.
Applica markets products under licensed brand names, such as Black
& Decker �; its own brand names, such as Windmere�,
LitterMaid�, Belson� and Applica�; and other private-label brand
names. Applica�s customers include mass merchandisers, specialty
retailers and appliance distributors primarily in North America,
Latin America and the Caribbean. Additional information about
Applica is available at www.applicainc.com The statements contained
in the news release that are not historical facts are
�forward-looking statements� within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements are made
subject to certain risks and uncertainties, which could cause
actual results to differ materially from those presented in these
forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. Salton undertakes no obligation to
publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof. Among the
factors that could cause plans, actions and results to differ
materially from current expectations are, without limitation:
(1)�the funding of the executed commitment letters delivered by APN
Holding Company, Inc. or alternative financing, (2)�the failure to
obtain approval of the merger from Salton stockholders, (3)�the
failure to obtain required third party consents to the merger,
(4)�the ability of the two businesses to be integrated
successfully, (5)�the ability of the new company to fully realize
the cost savings and any synergies from the proposed transaction
within the proposed time frame, (6)�disruption from the merger
making it more difficult to maintain relationships with customers,
employees or suppliers, (7)�the failure to maintain continued
listing on the New York Stock Exchange of Salton�s common stock,
(8)�customer acceptance of the new combined entity, (9)�changes in
the sales prices, product mix or levels of consumer purchases of
kitchenware and small electric household appliances, economic
conditions and the retail environment, (10)�bankruptcy of or loss
of major retail customers or suppliers, (11)�changes in costs
including transportation costs, of raw materials, key component
parts or sourced products, (12)�delays in delivery or the
unavailability of raw materials, key component parts or sourced
products, (13)�changes in suppliers, (14)�exchange rate
fluctuations, changes in the foreign import tariffs and monetary
policies, and other changes in the regulatory climate in the
foreign countries in which Salton and Applica buy, operate and/or
sell products, (15)�product liability, regulatory actions or other
litigation, warranty claims or returns of products, (16)�customer
acceptance of changes in costs of, or delays in the development of
new products, (17)�delays in or increased costs of restructuring
programs and (18)�increased competition, including consolidation
within the industry; as well as other risks and uncertainties
detailed from time to time in Salton�s Securities and Exchange
Commission filings. Investors and security holders are urged to
read the proxy statement when it becomes available and any other
relevant documents to be filed with the SEC in connection with the
proposed transaction because it will contain important information
about Salton, Applica Incorporated and the proposed transaction.
Investors and security holders may obtain free copies of these
documents when they become available through the website maintained
by the SEC at www.sec.gov. In addition, the documents filed with
the SEC by Salton may be obtained free of charge by directing such
requests to Salton, Inc., 1955 W. Field Court, Lake Forest,
Illinois 60045, Attention: Corporate Secretary, Telephone (847)
803-4600, or from Salton�s website at www.salton.com. Salton and
certain of its directors, executive officers and other members of
management may be deemed to be participants in the solicitation of
proxies from Salton stockholders with respect to the proposed
transaction. Information regarding the interests of these officers
and directors in the proposed transaction will be included in the
proxy statement. In addition, information about Salton�s directors,
executive officers and members of management is contained in
Salton�s most recent proxy statement, which is available on
Salton�s website and at www.sec.gov. Additional information
regarding the interests of such potential participants will be
included in the proxy statement and other relevant documents filed
with the SEC. Black & Decker� is a trademark of the Black &
Decker Corporation, Towson, Maryland.
Salton (NYSE:SFP)
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