Wabash National Corporation Commences Cash Tender Offer for All Outstanding Shares of Supreme Industries, Inc.
August 22 2017 - 8:30AM
Wabash National Corporation (NYSE:WNC), a diversified industrial
manufacturer and North America’s leading producer of semi-trailers
and liquid transportation systems, announced the commencement of
its cash tender offer for all outstanding shares of Supreme
Industries, Inc. (NYSE MKT: STS), a leading manufacturer of truck
bodies, for $21 per share. The tender offer is being made by
Redhawk Acquisition Corporation, a wholly owned subsidiary of
Wabash National, pursuant to an Offer to Purchase, dated August 22,
2017. Wabash National and Supreme previously announced that they
entered into an Agreement and Plan of Merger, dated August 8,
2017, for Wabash National to acquire Supreme.
The board of directors of Supreme, having
determined that the offer and the merger are advisable, fair to,
and in the best interests of Supreme and its stockholders, approved
the agreement and plan of merger and the other transactions
contemplated thereby, including the tender offer, and recommended
that Supreme’s stockholders accept the offer and tender their
shares in the offer when it is made.
The tender offer and any withdrawal rights are
scheduled to expire at 12:01 a.m. ET on Wednesday, September 27,
2017, unless the tender offer is extended.
Following the successful completion of the tender
offer, Wabash expects to merge Redhawk Acquisition Corporation into
Supreme without a vote of the stockholders of Supreme, resulting in
any shares not purchased in the tender offer being converted into
the right to receive the same cash price per share as paid in the
tender offer. The tender offer and the merger are subject to
customary closing conditions set forth in the merger agreement,
including the acquisition by Redhawk Acquisition Corporation of a
majority of Supreme’s outstanding shares at the time of the
consummation of the offer and the expiration or early termination
of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. The closing of the
acquisition is expected to occur no later than the fourth quarter
of 2017.
The complete terms and conditions of the tender
offer are set forth in the Offer to Purchase, letter of transmittal
and other related materials that will be filed with the Securities
and Exchange Commission (“SEC”) on August 22, 2017, as exhibits to
a tender offer statement on Schedule TO filed by Wabash National
and Redhawk Acquisition Corporation.
Important Additional Information Has Been
Filed with the SEC
The tender offer described in this press release
has commenced, but this press release is for informational purposes
only and is neither an offer to purchase nor a solicitation of an
offer to sell shares of Supreme Industries, Inc.’s common stock.
The tender offer is being made pursuant to a tender offer statement
and related materials (including the Offer to Purchase and the
letter of transmittal). INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ BOTH THE TENDER OFFER STATEMENT AND RELATED MATERIALS
(INCLUDING THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL) AND
THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER
OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender
offer statement on Schedule TO and related materials, including the
Offer to Purchase and letter of transmittal, will be filed by
Wabash National Corporation and Redhawk Acquisition Corporation
with the SEC and mailed to Supreme stockholders. A
solicitation/recommendation statement on Schedule 14D-9 will be
filed by Supreme Industries, Inc. with the SEC and mailed to
Supreme stockholders. Investors and security holders may obtain a
copy of these statements at no cost and other documents filed by
Wabash National Corporation and Redhawk Acquisition Corporation or
Supreme Industries, Inc. with the SEC at the website maintained by
the SEC at www.sec.gov. The tender offer statement and related
materials, solicitation/recommendation statement, and such other
documents may also be obtained at no cost by directing such
requests to Laurel Hill Advisory Group, LLC, the information agent
for the tender offer, at (516) 933-3100 for banks and brokers
or (888) 742-1305 for shareholders and all others.
About Wabash National
Corporation
Wabash National Corporation (NYSE:WNC) is a
diversified industrial manufacturer and North America’s leading
producer of semi-trailers and liquid transportation systems.
Established in 1985 in Lafayette, Indiana, the company manufactures
a diverse range of products, including: dry freight and
refrigerated trailers, platform trailers, bulk tank trailers, dry
and refrigerated truck bodies, truck-mounted tanks, intermodal
equipment, aircraft refueling equipment, structural composite
panels and products, trailer aerodynamic solutions, and specialty
food grade and pharmaceutical equipment. Its innovative
products are sold under the following brand names: Wabash
National®, Beall®, Benson®, Brenner® Tank, Bulk Tank International,
DuraPlate®, Extract Technology®, Garsite, Progress Tank,
Transcraft®, Walker Engineered Products, and Walker
Transport. Learn more at www.wabashnational.com.
Safe Harbor
This press release contains certain forward-looking
statements as defined by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements convey Wabash
National’s current expectations or forecasts of future
events. All statements contained in this press release other
than statements of historical fact are forward-looking
statements. These forward-looking statements include, among
other things, all statements regarding Wabash National’s plans to
acquire Supreme Industries. These and other forward-looking
statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those implied
by the forward-looking statements. Without limitation, these
risks and uncertainties include the risk that the conditions to the
offer or the merger set forth in the agreement and plan of merger
will not be satisfied or waived, uncertainties as to the timing of
the tender offer and merger, uncertainties as to how many Supreme
stockholders will tender their stock in the offer, the risk that
competing offers will be made, changes in either companies’
businesses during the period between now and the closing, the
successful integration of Supreme into Wabash’s business subsequent
to the closing of the transaction, adverse reactions to the
proposed transaction by customers, suppliers or strategic partners;
dependence on key personnel and customers, reliance on proprietary
technology; management of growth and organizational change, risks
associated with litigation, and competitive actions in the
marketplace. Readers should review and consider the various
disclosures made by Wabash National in this press release and its
reports to its stockholders and periodic reports on Forms 10-K and
10-Q.
Media Contact:
Dana Stelsel
Corporate Communications Manager
(765) 771-5766
dana.stelsel@wabashnational.com
Investor Relations:
Mike Pettit
Vice President – Finance and Investor Relations
(765) 771-5581
michael.pettit@wabashnational.com
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