Bee Street Holdings Waives Certain Conditions of Tender Offer to Purchase All Outstanding Common Stock of Continental Materia...
March 20 2020 - 3:19PM
Business Wire
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 waived certain conditions 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 “Offer”). The Offer is scheduled to expire at 5:00 p.m., New
York City time, on April 3, 2020, unless the Offer is further
extended or earlier terminated in accordance with the terms set
forth in the Tender Offer Statement.
Bee Street Holdings announced today that, as a result general
suspension of trading occurs on any national securities exchange, a
condition that would allow Bee Street Holdings to terminate the
Offer has occurred; specifically, 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 “Affected
Condition”).
Bee Street Holdings has waived its rights to terminate the Offer
pursuant to the Affected Condition to the extent such rights arise
from events that occurred on or before March 19, 2020. Bee Street
Holdings does not waive any rights to terminate the Offer pursuant
to the Affected Conditions to the extent they arise from events
that occur after March 19, 2020. In addition, Bee Street Holdings
does not waive its rights with respect to any other condition to
the Offer.
The 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.
InvestorCom is acting as information and solicitation agent for
the Offer. Requests for documents and questions regarding the 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 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
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/20200320005548/en/
For Bee Street Holdings: c/o InvestorCom Attn: John Glenn Grau,
President (203) 295-7841 jgrau@investor-com.com
Continental Materials (AMEX:CUO)
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