Bee Street Holdings LLC (“Bee Street”), 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”).
Bee Street also announced today that it has entered into
discussions with Wintrust Financial Corp. (“Wintrust”), on behalf
of its subsidiary banks, regarding indicative terms for a committed
$8.75 million debt facility which would enable Bee Street to
consummate the Offer and to purchase all of the tendered Shares if
only 306,317 Shares are tendered, which Bee Street believes is the
minimum number of tendered Shares necessary to satisfy the Majority
Minority Condition (as defined in the Offer to Purchase).
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.
Waiver of Affected Conditions
Bee Street announced today that, as a result of governmental
orders limiting individuals in Palm Beach County, Florida, where
one of the Company’s subsidiaries has operations, to minimum
activities necessary for the conduct of minimum basic operations
effective as of 12:01 a.m. on March 30, 2020, certain conditions
that would allow Bee Street to terminate the Offer may have
occurred; specifically:
- the condition in Section II(12)(e)(iii), which allows Bee
Street to terminate the Offer if, among other things, an
international or national calamity directly or indirectly involving
the U.S. escalates; and
- the condition in Section II(12)(d), which allows Bee Street 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 31, 2020. Bee Street
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 31, 2020. In addition, Bee Street does not waive its
rights with respect to any other condition to the Offer.
Wintrust Financing
Bee Street also announced today that it had received from
Wintrust a draft commitment letter and term sheet with indicative
terms for a committed $8.75 million debt facility (the “Wintrust
Facility”) which would enable Bee Street to consummate the Offer
and to purchase all of the tendered Shares if Bee Street receives
tenders of only 306,317 Shares, which Bee Street believes is the
minimum number of tendered Shares necessary to satisfy the Majority
Minority Condition (as defined in the Offer to Purchase). Bee
Street has discussed the draft commitment letter and indicative
terms with Wintrust and requested that Wintrust provide a
definitive commitment letter for the Wintrust Facility. Bee Street
expects that a definitive commitment letter for the Wintrust
Facility will be provided not later than 5:00 p.m., New York City
time, on April 3, 2020.
Computershare Trust Company, N.A., the depositary for the tender
offer, has advised Bee Street that, as of 5:00 p.m., New York City
time, on March 31, 2020, 303,091 Shares had been validly tendered
pursuant to the Offer and not properly withdrawn. In addition, as
of such time, Notices of Guaranteed Delivery had been delivered for
3,500 Shares.
If the Wintrust Facility is obtained and at least 306,317
Shares, but fewer than 480,765 Shares, are tendered in the Offer
and not withdrawn before the expiration date (as it may be
extended), Bee Street currently expects that it would waive the
Minimum Tender Condition (as defined in the Offer to Purchase) and
consummate the Offer by purchasing such lesser number of Shares.
Bee Street does not intend to waive the Majority Minority Condition
(as defined in the Offer to Purchase). On that basis, and assuming
that the currently guaranteed Shares are delivered and that none of
the Shares which are currently tendered are withdrawn, Bee Street
believes that tenders of no additional Shares are required in order
to consummate the Offer. If the currently guaranteed Shares are not
delivered but none of the Shares which are currently tendered or
tendered after March 31, 2020 are withdrawn, Bee Street believes
that tenders of only 3,226 additional Shares are required in order
to consummate the Offer.
Bee Street also expects that, under those circumstances, Bee
Street would advocate, as the Company’s overwhelming majority
stockholder after the completion of the Offer, for the Company to
‘go dark’ and cease to be a public company by de-listing the Shares
from the NYSE American Stock Exchange and by terminating and
suspending their and its registrations under the Securities
Exchange Act of 1934, as amended. If the Offer is so completed and
the Company so de-lists and de-registers, the Company would not
thereafter be required to file periodic reports with the United
States Securities and Exchange Commission (the “SEC”) and to comply
with certain other rules promulgated by the SEC under the federal
securities laws.
If Bee Street waives the Financing Condition and no less than
five business days remain in the Offer period, Bee Street will
announce by press release the extension of the expiration of the
Offer period to a time that is at least five business days after
the time when Bee Street has issued such press release. Except for
the Affected Conditions, no condition of the Offer is currently
being waived, and the Financing Condition and the Minimum Tender
Condition remain in effect.
About 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,
collectively, the “Tender Offer Statement”) filed by Bee Street
with the SEC on February 18, 2020, as amended on February 27, 2020,
March 20, 2020 and March 27, 2020. The Tender Offer Statement may
be further amended.
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
Bee Street is the majority stockholder of the Company. In
addition, four of the members of the board of managers of Bee
Street are also directors of the Company, including James G.
Gidwitz, who is the Chairman and Chief Executive Officer of the
Company.
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 the Company, nor is it a substitute for
the tender offer materials that Bee Street has filed with the SEC.
On February 18, 2020, Bee Street filed the Tender Offer Statement
with the SEC. The Tender Offer Statement was subsequently amended
on February 27, 2020, March 20, 2020 and March 27, 2020 and may be
further amended. On March 3, 2020, the Company filed the related
Solicitation/Recommendation Statement on Schedule 14D-9 (the
“Solicitation/Recommendation Statement”) with the SEC, which was
amended on March 24, 2020 and which may be further amended. The
Company’s 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, the
Company files annual, quarterly and current reports, proxy
statements and other information with the SEC. The Company’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/20200401005148/en/
For Bee Street: c/o InvestorCom Attn: John Glenn Grau, President
(203) 295-7841 jgrau@investor-com.com
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