Mueller Industries, Inc. (NYSE:MLI) (“Mueller Industries”) and Atlas
Holdings LLC (“Atlas Holdings”), today announced the successful
completion of the tender offer for Tecumseh Products Company
(Nasdaq:TECU) by MA Industrial JV LLC, an entity owned by affiliates of
Mueller Industries and Atlas Holdings to acquire all of the issued and
outstanding common shares of Tecumseh for $5.00 per share, net to the
seller in cash, without interest and less any required withholding taxes.
The tender offer expired at midnight New York City time at the end of
the day on September 18, 2015. The depositary for the tender offer
advised that 16,399,431 common shares of Tecumseh (excluding shares
delivered pursuant to guaranteed delivery) were validly tendered in, and
not withdrawn from the tender offer, representing approximately 88.34%
of Tecumseh’s outstanding common shares and, after taking into account
shares delivered pursuant to guaranteed delivery procedures,
approximately 90.93% of Tecumseh’s outstanding common shares were
tendered. Accordingly, the “Minimum Condition” was satisfied, and MA
Industrial Sub Inc. accepted for payment, and will promptly pay for, all
common shares of Tecumseh validly tendered and not withdrawn in the
offer.
Mueller Industries and Atlas Holdings expect to promptly complete a
“short-form” merger of MA Industrial Sub Inc. with and into Tecumseh
under Section 711 of the Michigan Business Corporation Act. At the time
the merger becomes effective, each common share of Tecumseh issued and
outstanding and not tendered in the tender offer (other than shares held
by Tecumseh or MA Industrial JV LLC or any of their subsidiaries) will
be converted into the right to receive an amount in cash equal to $5.00
per share, net to the seller in cash, without interest and less any
required withholding taxes, the same price that was paid in the tender
offer.
Following the completion of the merger, Tecumseh shares will cease to be
traded on the NASDAQ Global Market. Holders of Tecumseh shares who did
not surrender their shares in the tender offer will receive a new letter
of transmittal to surrender their shares in exchange for the merger
consideration.
The transaction will link Tecumseh, a leading global manufacturer of
compressors and related products, with new owners Mueller Industries, a
leading manufacturing company, and Atlas Holdings, a firm with expertise
in transforming and reinvigorating industrial businesses across the
globe.
Willkie Farr & Gallagher LLP is serving as legal advisor to Mueller
Industries and Atlas Holdings.
About Tecumseh Products Company
Tecumseh Products Company is a global manufacturer of hermetically
sealed compressors for residential and specialty air conditioning,
household refrigerators and freezers, and commercial refrigeration
applications, including air conditioning and refrigeration compressors,
as well as condensing units, heat pumps and complete refrigeration
systems. Additional information can be found at www.tecumseh.com.
About Mueller Industries, Inc.
Mueller Industries, Inc. (NYSE:MLI) is an industrial manufacturer that
specializes in copper and copper alloy manufacturing while also
producing goods made from aluminum, steel, and plastics. They are
headquartered in Memphis, Tennessee and comprises a network of
operations in the United States, Canada, Mexico, Great Britain, and
China. Their products include tubing, fittings, valves, vessels, and
related items for plumbing and HVACR related piping systems, as well as
rod, forgings, extrusions, and various components for OEM applications.
Products are distributed into sectors such as building construction,
appliance, defense, energy, and automotive.
About Atlas Holdings LLC
Founded in 2002, Atlas Holdings LLC is headquartered in Greenwich,
Connecticut. Atlas Holdings and its affiliates own 16 companies that
employ nearly 15,000 associates and operate more than 100 facilities
across the globe - generating approximately $4 billion in revenue
annually. Atlas Holdings companies are engaged in a variety of
industries, including aluminum processing, automotive, building
materials, capital equipment, construction, energy, industrial services,
packaging, paper, power generation, steel, and supply chain management.
Visit www.atlasholdingsllc.com
for more information.
Forward Looking Statements
This document contains certain statements which constitute
forward-looking statements. These forward-looking statements include
statements regarding the satisfaction of conditions to the completion of
the proposed transaction and the expected completion of the proposed
transaction, as well as other statements that are not historical fact.
These forward-looking statements are based on currently available
information, as well as Tecumseh Products Company’s views and
assumptions regarding future events as of the time such statements are
being made. Such forward looking statements are subject to inherent
risks and uncertainties. Accordingly, actual results may differ
materially from those expressed or implied in such forward-looking
statements. Such risks and uncertainties include those described in
cautionary statements contained elsewhere herein and in Tecumseh
Products Company’s periodic reports filed with the SEC including the
statements set forth under “Risk Factors” set forth in Tecumseh Products
Company’s most recent annual report on Form 10-K. These forward-looking
statements reflect Tecumseh Products Company’s expectations as of the
date of this report. Tecumseh Products Company undertakes no obligation
to update the information provided herein, except as required by law.
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