GRAND PRAIRIE, Texas,
Nov. 15, 2011 /PRNewswire/ -- Litex
Industries, Limited, today announced that it is extending its
previously announced cash tender offer, through its subsidiary
Litex Acquisition #1, LLC ("Litex"), for all of the outstanding
shares of Craftmade International, Inc. ("Craftmade"; OTCQX: CRFT)
because all of the conditions of the tender offer have not been
satisfied including specifically, but not necessarily limited to,
the condition regarding waiver of Craftmade's Shareholder Rights
Plan because of the following:
- Craftmade has, in a shareholder lawsuit filed in Delaware, been ordered by the Delaware Court ("Court Order") to keep the
Shareholder Rights Plan in place until Craftmade has published
certain supplemental disclosures.
- Craftmade published a press release containing the supplemental
disclosures required by the Court Order on November 11, 2011, and posted those materials on
its OTCQX website (OTCQX.com) on that same day.
- The Court Order requires that, once the supplemental
disclosures are published, Craftmade's shareholders must be allowed
a reasonable time to review and evaluate the amended and corrected
information contained in the supplemental disclosures before any
closing on the tender offer can occur.
Litex's tender offer was previously set to expire at
5:00 P.M., New York City time, on November 15, 2011. The tender offer for US
$4.25 per share was made on
October 14, 2011, and on that same
date, the Board of Directors of Craftmade recommended that
stockholders accept this cash tender offer.
So that the Court Order requirements and the conditions of the
tender offer can be satisfied, the tender offer will now expire at
5:00 P.M., New York City time, on November 29, 2011, unless extended. As of
4:00 P.M., New York City time on November 15, 2011, approximately 4,488,620 shares
(78.0%) of Craftmade common stock had been tendered to Litex which
already owned 826,393 shares (14.5%) of Craftmade common stock.
This extension will also necessarily revise the date on which
Litex may withdraw its cash tender offer.
Stockholders who have not yet tendered their shares are urged to
tender their shares.
Regarding the extension, Litex will promptly notify the
stockholders, brokers, dealers, commercial banks, trust companies,
and other nominees who are actual holders of the shares of
Craftmade of this amendment to its tender offer documents.
Stockholders should read the tender offer documents, as
amended, as they contain important information about the tender
offer. Stockholders can obtain such tender offer documents
for free by contacting the information agent for the tender offer,
at Morrow & Co., LLC; banks and brokers may call (203) 658-9400
and all others may call toll free at (800) 607-0088.
Litex Acquisition #1, LLC, a wholly owned subsidiary of Litex
Industries, Limited, has offered to purchase for cash all of the
outstanding shares of common stock (including the associated Series
A Preferred stock purchase rights) of Craftmade International, Inc.
at a purchase price of $4.25 per
share. The Board of Directors of Craftmade has previously
recommended that stockholders accept this cash tender offer.
Unless extended, the tender offer is scheduled to expire at
5:00 P.M., New York City time, on November 29, 2011.
Craftmade International, Inc.'s stockholders may obtain copies
of all of the offering documents, including the Offer to Purchase,
free of charge by directing a request to Morrow & Co., LLC, the
information agent for the offer, Banks and Brokers Call: (203)
658-9400. All Others Please Call Toll Free: (800) 607-0088.
Additional information about the transaction, including the
offering documents, is also available at www.litexfans.com.
Stifel, Nicolaus & Company, Incorporated is acting as dealer
manager, Greenberg Traurig, LLP as legal counsel, and Morrow &
Co., LLC as information agent in connection with the tender
offer.
About Litex
Litex, founded in 1980, is an importer of ceiling fans and
lighting fixtures ranging from classical to imaginative. Litex's
state-of-the-art manufacturing and distribution facilities, located
in Grand Prairie, Texas, combined
with its exceptional quality control standards plants Litex on the
cutting edge of the industry.
About Craftmade
Founded in 1985, Craftmade International, Inc. is engaged in the
design, manufacturing, distribution and marketing of a broad range
of home decor products, including proprietary ceiling fans,
lighting products and outdoor furniture. The Company
distributes its premium products through a network of independent
showrooms and mass retail customers through its headquarters and
distribution facility in Coppell,
Texas and manufacturing plant in Owosso, Michigan.
Additional Information
This announcement is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell Craftmade common stock. The tender offer is
being made pursuant to a tender offer statement (including the
Offer to Purchase, Letter of Transmittal and other related tender
offer materials) previously provided to the stockholders of
Craftmade. These tender offer
materials, as they may be amended from time to time, contain
important information, including the terms and conditions of the
offer, that should be read carefully before any decision is made
with respect to the tender offer. The Offer to Purchase,
Letter of Transmittal and other related tender offer materials may
be obtained, when available, for free by contacting the information
agent for the tender offer, at Morrow & Co., LLC; Banks and
Brokers Call: (203) 6589400; All
Others Please Call TollFree: (800) 607-0088.
Litex is not currently engaged in a solicitation of proxies
or consents from the stockholders of Craftmade. However, in
connection with Litex's proposal to acquire Craftmade, certain
directors and officers of Litex may participate in meetings or
discussions with Craftmade stockholders. If in the future Litex
does engage in a solicitation of proxies or consents from the
stockholders of Craftmade in connection with its proposal to
acquire Craftmade, Litex, as required by applicable law, will amend
the information provided above to disclose the information
concerning participants in that solicitation.
No assurance can be given that the proposed transaction
described herein will be consummated by Litex or completed on the
terms proposed or any particular schedule, that the proposed
transaction will not incur delays in obtaining the regulatory,
board or stockholder approvals required for such transaction, or
that Litex will realize the anticipated benefits of the proposed
transaction.
Any information regarding Craftmade International,
Inc. contained herein has been taken from, or
is based upon, publicly available information or information made
available by Craftmade for review by Litex. Although Litex does not
have any information that would indicate that any information
contained herein is inaccurate or incomplete, Litex does not
undertake any responsibility for the accuracy or completeness of
such information. Litex does not undertake, and specifically
disclaims, any obligation or responsibility to update or amend any
of the information above except as otherwise required by
law.
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Litex Contact:
Litex Industries,
Limited
Attn: John Mares, CFO
3401 West Trinity
Blvd.
Grand Prairie, TX
75050
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Investor Contact:
Morrow & Co., LLC
470 West Avenue
Stamford, CT 06902
Banks and Brokers Call: (203)
658-9400
All Others Please Call
TollFree: (800) 607-0088
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SOURCE Litex Industries, Limited