Checkpoint Systems, Inc. Announces Early Termination of Hart-Scott-Rodino Waiting Period in Connection with Its Acquisition b...
April 04 2016 - 6:45AM
Business Wire
Checkpoint Systems, Inc. (“Checkpoint” or the “Company”)
(NYSE:CKP) today announced that the United States Federal Trade
Commission has granted early termination of the required waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, with respect to the Company’s proposed
acquisition by CCL Industries Inc. (“CCL”).
Early termination of the waiting period satisfies one of the
conditions necessary to consummate the proposed acquisition. The
transaction remains subject to other customary closing conditions
set forth in the Agreement and Plan of Merger, dated March 1, 2016,
among Checkpoint, CCL and CCL Industries USA Corp., including
approval by Checkpoint’s shareholders. Assuming approval or waiver
of all closing conditions, the transaction is expected to close in
the second quarter of 2016.
Checkpoint Systems, Inc.
Checkpoint Systems is a global leader in merchandise
availability solutions for the retail industry, encompassing loss
prevention and merchandise visibility. Checkpoint provides
end-to-end solutions enabling retailers to achieve accurate
real-time inventory, accelerate the replenishment cycle, prevent
out-of-stocks and reduce theft, thus improving merchandise
availability and the shopper’s experience. Checkpoint's solutions
are built upon 45 years of radio frequency technology expertise,
innovative high-theft and loss-prevention solutions, market-leading
RFID hardware, software, and comprehensive labeling capabilities,
to brand, secure and track merchandise from source to shelf.
Checkpoint's customers benefit from increased sales and profits by
implementing merchandise availability solutions, to ensure the
right merchandise is available at the right place and time when
consumers are ready to buy.
For more information, visit www.checkpointsystems.com.
Additional Information
A special shareholder meeting will be announced soon to obtain
shareholder approval in connection with the proposed merger between
the Company and CCL. On March 17, 2016, the Company filed with the
Securities and Exchange Commission (the “SEC”) a preliminary proxy
statement on Schedule 14A in connection with the proposed merger.
Investors of the Company are urged to read the definitive proxy
statement once available and other relevant materials filed by the
Company with the SEC carefully and in their entirety because they
contain important information about the Company, CCL and the
proposed merger. Investors may obtain a free copy of these
materials (when they are available) and other documents filed by
Checkpoint with the SEC at the SEC’s website at www.sec.gov, at
Checkpoint’s website at http://us.checkpointsystems.com or by
sending a written request to the Company at 101 Wolf Drive, PO Box
188, Thorofare, New Jersey, Attention: General Counsel.
Participants in the
Solicitation
The Company and its directors, executive officers and certain
other members of management and employees may be deemed to be
participants in soliciting proxies from its shareholders in
connection with the proposed merger. Information regarding the
persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of the Company’s shareholders in
connection with the proposed merger will be set forth in the
Company’s definitive proxy statement for its special shareholder
meeting. Additional information regarding these individuals and any
direct or indirect interests they may have in the proposed merger
will be set forth in the definitive proxy statement when and if it
is filed with the SEC in connection with the proposed merger.
Forward-Looking
Statements
Certain statements contained in this filing may be considered
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements
regarding the merger and the ability to consummate the merger.
These forward-looking statements generally include statements that
are predictive in nature and depend upon or refer to future events
or conditions, and include words such as “believes,” “plans,”
“anticipates,” “projects,” “estimates,” “expects,” “intends,”
“strategy,” “future,” “opportunity,” “may,” “will,” “should,”
“could,” “potential,” or similar expressions. Statements that are
not historical facts are forward-looking statements.
Forward-looking statements are based on current beliefs and
assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update any of them
publicly in light of new information or future events. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: (1) the Company may be unable to
obtain shareholder approval as required for the merger; (2)
conditions to the closing of the merger may not be satisfied and
required regulatory approvals may not be obtained; (3) the merger
may involve unexpected costs, liabilities or delays; (4) the
business of the Company may suffer as a result of uncertainty
surrounding the merger; (5) the outcome of any legal proceedings
related to the merger; (6) the Company may be adversely affected by
other economic, business, and/or competitive factors; (7) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (8) the
ability to recognize benefits of the merger; (9) risks that the
merger disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger; and
(10) other risks to consummation of the merger, including the risk
that the merger will not be consummated within the expected time
period or at all. If the merger is consummated, the Company
shareholders will cease to have any equity interest in the Company
and will have no right to participate in its earnings and future
growth. Additional factors that may affect the future results of
the Company are set forth in its filings with the SEC, including
its Annual Report on Form 10-K for the year ended December 27,
2015, which is available on the SEC’s website at www.sec.gov.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
thereof.
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Checkpoint Systems, Inc.James Lucania, 856-384-2480
Checkpoint (NYSE:CKP)
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