Bee Street Holdings LLC (“Bee Street”), a holding company owned
and controlled by James G. Gidwitz and other members of the Gidwitz
family, today announces the successful completion 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 and withdrawal rights expired as scheduled
at midnight, New York City time, at the end of April 14, 2020.
Computershare Trust Company, N.A., the depositary for the Offer,
has advised Bee Street that, at the expiration of the Offer,
421,686 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not properly withdrawn.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 11,087 Shares. Other
than conditions which Bee Street has previously announced were
waived, all conditions to the Offer have been satisfied, and Bee
Street has accepted for payment, and expects promptly to pay for,
all of the Shares which were validly tendered and not properly
withdrawn pursuant to the Offer.
Additionally, Bee Street announces it is commencing, as of April
15, 2020, a subsequent offering period during which tenders of
Shares will be accepted. This subsequent offering period will
expire at midnight, New York City time, at the end of April 17,
2020, unless extended. Any Shares properly tendered during the
subsequent offering period will be immediately accepted for
payment, and the holders of such Shares will be promptly paid the
same price per Share that was paid in the initial offering period
of the Offer. The procedures for tendering Shares during the
subsequent offering period are the same as those applicable to the
initial offering period as described in the Tender Offer Statement,
except that Shares tendered during the subsequent offering period
may not be withdrawn. None of the Shares which were validly
tendered during the initial offering period may be withdrawn during
the subsequent offering period.
Together, the Shares previously owned by Bee Street and its
affiliates and the Shares accepted for payment pursuant to the
Offer constitute approximately 89% of the outstanding Shares.
Consequently, Bee Street cannot currently consummate the Merger (as
defined in the Tender Offer Statement). If, after any Shares which
are properly tendered during the subsequent offering period are
accepted, Bee Street and its affiliates own 90% or more of the
outstanding Shares, Bee Street and the other Purchaser Filing
Persons (as defined in the Tender Offer Statement) currently intend
to consummate the Merger promptly after the expiration of the
subsequent offering period, but the Purchaser Filing Persons may
change their intent so to consummate the Merger.
As previously announced and together with the other Purchaser
Filing Persons, Bee Street expects that, if the Merger does not
occur promptly after the expiration of the subsequent offering
period of the Offer, Bee Street would advocate, as the Company’s
overwhelming majority stockholder, 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 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.
About the Offer
The subsequent offering period of 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,
April 1, 2020, April 6, 2020 and April 7, 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, April 1,
2020, April 6, 2020 and April 7, 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, April 3, 2020 and April 8, 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/20200415005164/en/
For Bee Street: c/o InvestorCom Attn: John Glenn Grau, President
(203) 295-7841 jgrau@investor-com.com
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