Integrated Electrical Services, Inc. (NASDAQ:IESC) (“IES”) and MISCOR
Group, Ltd. (OTCQB:MIGL) (“MISCOR”), today announced the merger
consideration to be paid by IES to MISCOR shareholders in connection
with the merger of MISCOR into IES Subsidiary Holdings, Inc., a wholly
owned subsidiary of IES. Pursuant to the terms of the merger agreement,
at the effective time of the merger, each outstanding share of MISCOR
common stock will be converted into the right to receive, at the
election of the holder, either 0.3118 shares of IES common stock or cash
consideration of $1.48, subject to the maximum cash amount payable under
the merger agreement. The deadline for elections will be 5:00 p.m., New
York time, on September 10, 2013. Any MISCOR shareholder that does not
make a valid election prior to the election deadline will be deemed to
have elected to receive, and will be paid, the stock consideration.
Important Information for Investors and Security Holders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. In connection with the proposed merger, IES has filed
with the Securities and Exchange Commission (the “SEC”), and the SEC has
declared effective, a registration statement on Form S-4 that includes a
joint proxy statement of IES and MISCOR that also constitutes a
prospectus of IES regarding the proposed transaction. INVESTORS AND
SECURITY HOLDERS OF IES AND MISCOR ARE URGED TO CAREFULLY READ THE JOINT
PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION
REGARDING IES, MISCOR AND THE PROPOSED TRANSACTION. A definitive joint
proxy statement/prospectus has been sent to security holders of IES and
MISCOR seeking their approval of the proposed transaction. Investors and
security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents filed by IES and MISCOR with
the SEC at the SEC’s web site at www.sec.gov.
You may also read and copy any reports, statements or other information
filed with the SEC at the SEC public reference room at 100 F Street
N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800)
732-0330 or visit the SEC’s website for additional information on its
public reference room.
The joint proxy statement/prospectus and such other documents (relating
to IES) may also be obtained from IES for free from IES’ web site at www.ies-corporate.com
or by directing a request to: Integrated Electrical Services, Inc., 5433
Westheimer Road, Suite 500, Houston, Texas 77056, Attention: Investor
Relations, or by phone at (713) 860-1500. The joint proxy
statement/prospectus and such other documents (relating to MISCOR) may
also be obtained from MISCOR for free from MISCOR’s web site at www.miscor.com
or by directing a request to: MISCOR Group, Ltd., 800 Nave Rd., SE,
Massillon, Ohio 44646, Attention: Investor Relations, or by phone at
(330) 830-3500. Information on the IES and MISCOR websites or any other
website is not incorporated by reference herein.
Participants in the Solicitation
IES, its directors, executive officers and certain members of management
and employees may be considered “participants in the solicitation” of
proxies from IES’ stockholders in connection with the proposed
transaction. Information regarding such persons and a description of
their interests in the proposed transaction is contained in the joint
proxy statement/prospectus filed with the SEC.
MISCOR, its directors, executive officers and certain members of
management and employees may be considered “participants in the
solicitation” of proxies from MISCOR’s stockholders in connection with
the proposed transaction. Information regarding such persons and a
description of their interests in the proposed transaction is contained
in the joint proxy statement/prospectus filed with the SEC.
Forward-Looking Statements
Information set forth herein contains “forward-looking statements” (as
defined in Section 21E of the Securities Exchange Act of 1934, as
amended), within the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, which reflect IES’ and MISCOR’s
expectations regarding future events. The forward-looking statements
involve substantial risks and uncertainties that could significantly
affect expected results, and actual future results and stockholder
values of IES, MISCOR and the combined company could differ materially
from those described in these statements. Such forward-looking
statements include, but are not limited to, statements about the
benefits of the business combination transaction involving IES and
MISCOR, including future financial and operating results, accretion to
IES’ earnings per share arising from the transaction, the expected
amount and timing of cost savings and operating synergies, whether and
when the transactions contemplated by the merger agreement will be
consummated, the new combined company’s business strategy, plans, market
and other expectations, objectives, intentions and other statements that
are not historical facts.
The following additional factors, among others, could cause actual
results to differ from those set forth in the forward-looking
statements: the inability to consummate the merger; the inability to
achieve, or difficulties and delays in achieving, synergies and cost
savings relating to the merger; difficulties and delays in obtaining
consents and approvals that are conditions to the completion of the
merger; the ability of IES and MISCOR to enter into, and the terms of,
future contracts; the impact of governmental laws and regulations; the
adequacy of sources of liquidity; the ability of IES to retain certain
employees key to the ongoing success of the combined company and the
availability of other skilled personnel; the effect of litigation,
claims and contingencies; the inability to carry out plans and
strategies as expected; future capital expenditures and refurbishment,
repair and upgrade costs; delays in refurbishment and upgrade projects;
the sufficiency of funds for required capital expenditures, working
capital and debt service; liabilities under laws and regulations
protecting the environment; and the impact of purchase accounting.
Additional factors that may affect future results are contained in IES’
and MISCOR’s filings with the SEC, which are available at the SEC’s web
site http://www.sec.gov.
IES and MISCOR disclaim any duty to update and revise statements
contained in these materials based on new information or otherwise.
About Integrated Electrical Services, Inc.
Integrated Electrical Services, Inc. is a leading national provider of
electrical infrastructure services to the communications, commercial,
industrial and residential markets. Our 2,500 employees serve clients
throughout the United States. For more information about IES, please
visit www.ies-corporate.com.
About MISCOR Group Ltd.
MISCOR, through its subsidiaries, provides electrical and mechanical
solutions to customers both in the United States and abroad. The company
operates in two segments, Industrial Services and Rail Services. For
more information about MISCOR, please visit www.miscor.com.
Copyright Business Wire 2013