Sport-Haley Holdings, Inc. (OTC Pink Marketplace: SPOR) today announced
that it has completed its previously announced merger with Chromcraft
Revington, Inc. (OTC Pink Marketplace: CRCV).
In accordance with the terms of the merger agreement, Chromcraft has
become a wholly owned direct subsidiary of Sport-Haley. Under the terms
of the agreement, Sport-Haley has acquired all of the outstanding shares
of common stock of Chromcraft for $3.45 million consisting of $2.7
million in cash, paid at closing, and $0.75 million in cash payable upon
the earlier of 180 days following the closing or the sale or
satisfactory mortgage of Chromcraft’s plant located in Delphi, Indiana.
The total purchase price equaled approximately $.56 per share.
Consequently, effective as of the close of business on November 8, 2013,
Chromcraft’s common stock will no longer be traded on the OTC Pink
Marketplace.
Former Chromcraft Revington stockholders will receive a letter of
transmittal from American Stock Transfer & Trust Company, LLC (AST), as
paying agent, explaining how to exchange their shares for the merger
consideration. AST expects to start mailing the letters of transmittal
to former Chromcraft stockholders on November 13, 2013.
“I am very proud of all of the hard work that has occurred over the past
several months to close this transaction. This has required a tremendous
amount of work by a large number of people. The value of their
contributions will be realized for years to come,” said Samuel Kidston,
Chairman and CEO of Sport-Haley. “The hard work of restructuring
Chromcraft will now begin in earnest. We look forward to communicating
with our vendors, customers and shareholders in the coming weeks.”
Ronald Butler, Chairman and CEO of Chromcraft Revington, Inc.,
commented: “The Chromcraft Revington Contract and Residential Brands are
being positioned to carry on providing quality products to households
and institutions all over North America. I echo Sam’s words that all the
hard work of so many people will be realized for years to come.”
About Sport-Haley Holdings, Inc.
Organized in 2011, Sport-Haley Holdings, Inc. is a holding company that
owns Sport-Haley, Inc. and, after giving effect to the above
transaction, Chromcraft Revington, Inc. The mandate of Sport-Haley
Holdings is: “To increase shareholder value by maximizing intrinsic
value per share over the medium- and long-term.”
Sport-Haley, Inc. was organized in 1991 and is a leading golf apparel
company which designs, purchases, contracts for the manufacture of, and
markets women’s fashion apparel and outerwear under the SPORT HALEY®,
Bette & Court, and Swing® labels.
Chromcraft Revington® businesses design, manufacture and import
residential and commercial furniture marketed primarily in the U.S. The
Company wholesales its residential furniture products under Chromcraft®,
Cochrane®, Peters-Revington®, and CR Kids & Beyond® primary brands. It
sells commercial furniture under the Chromcraft® and Executive Office
Concepts™ brands. The Company sources furniture from overseas suppliers,
with domestic contract specialty facilities, and operates a U.S.
manufacturing facility for its commercial furniture and motion based
casual dining furniture in Mississippi and a manufacturing facility for
office suites and other commercial furniture lines in California.
“Safe Harbor” Statement under the Private Securities Litigation
Reform Act of 1995: When used in this release, the words “may,”
“will,” “expect,” “anticipate,” “continue,” “estimate,” “project,”
“intend,” “believe,” and similar expressions, variations or the negative
of these words, and any statement regarding possible or assumed future
results of operations of our business, the markets for our products,
anticipated expenditures, regulatory developments or competition, or
other statements regarding matters that are not historical facts, are
intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. The reader
should be aware that our actual results could differ materially from
those contained in forward-looking statements. Our financial condition
and the results of our operations will depend on a number of factors,
including, but not limited to, the following: our ability to realize the
expected benefits from the acquisition; our ability to successfully
identify, consummate and integrate acquisitions; our ability to
implement our growth strategy and acquisition program; our ability to
retain key customers; our ability to compete successfully with our
competitors; general global economic and political conditions resulting
from threats or acts of war or terrorism and responses thereto; access
to capital; our ability to secure additional financing; maintaining
satisfactory relationships with commercial banking institutions;
establishing controls with regard to and maintaining the integrity of
technology and information systems; and, reliance upon executive
officers and key personnel. Important factors that could cause the
statements made in this press release or the actual results of our
operations or financial condition to differ are discussed in our filings
on the OTC News and Disclosure Service and under the captions “Certain
Risks” and “Forward Looking Statements” in Chromcraft Revington's Form
10-K Annual Report for the year ended December 31, 2012 There may be
other factors not mentioned above or included in our filings on the OTC
News and Disclosure Service that may cause actual results to differ
materially from any forward-looking statement. The reader should not
place undue reliance on any forward-looking statement. Except as
required by law, Sport-Haley Holdings expressly disclaims any
obligations or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any change
in its expectations with respect thereto or any new information, future
developments, or change in events, conditions or circumstances on which
any statement is based.
Copyright Business Wire 2013