Bee Street Holdings Extends Cash Tender Offer to Purchase All Outstanding Common Stock of Continental Materials Corp. (CUO)
March 18 2020 - 8:00AM
Business Wire
Offer Now Scheduled to Expire at 5:00 p.m., New
York City Time, on April 3, 2020
Bee Street Holdings LLC, a holding company owned and controlled
by James G. Gidwitz and other members of the Gidwitz family, today
announced that it has extended the offering period of its
previously announced tender offer to purchase all outstanding
shares of common stock (the “Shares”) of Continental Materials
Corporation (NYSE American: CUO, the “Company”) at a price of $9.50
per share in cash. The tender offer is now scheduled to expire at
5:00 p.m., New York City time, on April 3, 2020, unless the tender
offer is further extended or earlier terminated in accordance with
the terms set forth in the Tender Offer Statement.
The tender offer is being extended in order to allow additional
time for stockholders to consider the tender offer in light of
recent market activity and the developing economic situation
stemming from the COVID-19 coronavirus pandemic, and to allow
additional time, in light of the pandemic, for stockholders to
complete and return transmittal documents and to give instructions
to their brokers. Bee Street Holdings intends to continue actively
soliciting tenders of Shares through its information and
solicitation agent for the tender offer, InvestorCom.
The tender offer is being made pursuant to the tender offer
materials (including an Offer to Purchase, a related Letter of
Transmittal and certain other offer documents) in the Joint Tender
Offer Statement on Schedule TO and Transaction Statement on
Schedule 13E-3 (together with any amendments or supplements
thereto, the “Tender Offer Statement”) filed by Bee Street Holdings
with the United States Securities and Exchange Commission (the
“SEC”) on February 18, 2020, as amended on February 27, 2020.
Computershare Trust Company, N.A., the depositary for the tender
offer, has advised Bee Street Holdings that, as of 5:00 p.m., New
York City time, on March 17, 2020, the last business day prior to
the announcement of the extension of the offer, 258,865 Shares had
been validly tendered pursuant to the tender offer and not properly
withdrawn. In addition, as of such time, Notices of Guaranteed
Delivery had been delivered for 11,654 Shares.
Consummation of the tender offer remains subject to the
conditions described in the Tender Offer Statement, including that
there be validly tendered and not withdrawn enough Shares that Bee
Street Holdings would, after the acceptance and completion of the
tender offer, own at least 90% of the outstanding Shares (the
“Minimum Tender Condition”).
Continental Materials Corporation stockholders who have already
tendered their Shares do not need to re-tender their Shares or take
any other action as a result of the extension of the expiration
date of the tender offer.
Bee Street Holdings also announced today that, as a result of
the COVID-19 coronavirus pandemic and the response thereto by
governmental authorities, businesses and the general public, three
conditions that would allow Bee Street Holdings to terminate the
Offer have occurred. These conditions are:
- the condition in Section II(12)(e)(i), which allows Bee Street
Holdings to terminate the Offer if, among other things, a general
suspension of trading occurs on any national securities
exchange;
- the condition in Section II(12)(e)(iii), which allows Bee
Street Holdings to terminate the Offer if, among other things, an
international or national calamity directly or indirectly involving
the U.S. occurs; and
- the condition in Section II(12)(d), which allows Bee Street
Holdings to terminate the Offer if a change giving rise to “Adverse
Effect” or “Diminution of Value” to the Company occurs (the
“Affected Conditions”).
Bee Street Holdings has waived its rights to terminate the Offer
pursuant to the Affected Conditions to the extent such rights arise
from events that occurred on or before March 17, 2020. Bee Street
Holdings does not waive any rights to terminate the Offer pursuant
to the Affected Conditions to the extent they arise from (i) events
that occur after March 17, 2020 and (ii) the effects of events that
occurred on or prior to March 17, 2020 to the extent such effects
were not known to Bee Street Holdings on March 17, 2020, in each
case whether related to the COVID-19 coronavirus pandemic or
otherwise. In addition, Bee Street Holdings does not waive its
rights with respect to any other condition to the Offer.
InvestorCom is acting as information and solicitation agent for
the tender offer. Requests for documents and questions regarding
the tender offer may be directed to InvestorCom toll free at (877)
972-0090 (for stockholders) or collect at (203) 972-9300 (for banks
and brokers), or by email to info@investor-com.com.
About Bee Street Holdings LLC
Bee Street Holdings LLC is the majority stockholder of
Continental Materials Corporation (“CMC”). In addition, four of the
members of the board of managers of Bee Street Holdings are also
directors of CMC, including James G. Gidwitz, who is the Chairman
and Chief Executive Officer of CMC.
Additional Information and Where to Find It
The tender offer referenced herein commenced on February 18,
2020. This announcement is neither an offer to purchase nor a
solicitation of an offer to sell shares of CMC, nor is it a
substitute for the tender offer materials that Bee Street Holdings
has filed with the SEC. On February 18, 2020, Bee Street Holdings
filed the Tender Offer Statement with the SEC. The Tender Offer
Statement was subsequently amended on February 27, 2020 and may be
further amended. On March 3, 2020, CMC filed the related
Solicitation/Recommendation Statement on Schedule 14D-9 (the
“Solicitation/Recommendation Statement”) with the SEC, which may be
further amended. CMC stockholders and other investors are urged to
read the Tender Offer Statement and the Solicitation/Recommendation
Statement because they contain important information which should
be read carefully before any decision is made with respect to the
tender offer.
The Tender Offer Statement and the Solicitation/Recommendation
Statement, including amendments related thereto, are available for
free at the SEC’s web site at www.sec.gov. In addition, the Tender
Offer Statement and the Solicitation/Recommendation Statement may
be obtained free of charge from the information agent by contacting
InvestorCom toll free at (877) 972-0090 (for stockholders) or
collect at (203) 972-9300 (for banks and brokers), or by email to
info@investor-com.com.
In addition to the Solicitation/Recommendation Statement, CMC
files annual, quarterly and current reports, proxy statements and
other information with the SEC. CMC’s filings with the SEC are also
available to the public from commercial document-retrieval services
and at the website maintained by the SEC at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200318005160/en/
For Bee Street Holdings: c/o InvestorCom Attn: John Glenn Grau,
President (203) 295-7841 jgrau@investor-com.com
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