Offer Now Scheduled to Expire at Midnight, New
York City Time, at the End of April 14, 2020
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 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 “Offer”). The Offer is now scheduled to
expire at midnight, New York City time, at the end of April 14,
2020, unless the Offer is further extended or earlier terminated in
accordance with the terms set forth in the Tender Offer
Statement.
Bee Street also announced that the previously announced
discussions with Wintrust Financial Corp. (“Wintrust”), on behalf
of its subsidiary banks, remained ongoing regarding 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 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 Tender Offer Statement).
As previously announced, Bee Street received from Wintrust a
draft commitment letter and term sheet with indicative terms for
the Wintrust Facility. 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 currently 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 7, 2020. The
Offer is being extended in order to allow additional time to
receive a definitive commitment letter for the Wintrust
Facility.
Computershare Trust Company, N.A., the depositary for the Offer,
has advised Bee Street that, as of 5:00 p.m., New York City time,
on April 3, 2020, 407,372 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to the Offer and not properly withdrawn.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 22,043
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and not withdrawn before the expiration date (as it may be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 Tender Offer Statement)
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 Tender Offer Statement). On that
basis, and assuming 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.
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 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. Assuming that a
definitive commitment letter for the Wintrust Facility is received
as expected, Bee Street currently expects to announce the waiver of
the Financing Condition and the Minimum Tender Condition by press
release on April 7, 2020 and currently does not expect to further
extend the expiration date of the Offer. 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, March 27, 2020 and April 1, 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, March 27, 2020 and April 1,
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 April 3, 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/20200406005164/en/
For Bee Street: c/o InvestorCom Attn: John Glenn Grau, President
(203) 295-7841 jgrau@investor-com.com
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