Continental Materials Corporation's Board of Directors to Review Unsolicited Tender Offer from Bee Street Holdings LLC
February 18 2020 - 9:47PM
Continental Materials Corporation (NYSE American: CUO) ("CMC"),
today confirmed that Bee Street Holdings LLC, an entity controlled
by James G. Gidwitz, the Chairman of our board of directors and our
Chief Executive Officer, and by other members of the Gidwitz family
("Bee Street"), has commenced an unsolicited tender offer to
acquire all of the outstanding shares of CMC common stock for $9.50
per share in cash. Based on the Offer to Purchase attached to the
joint Schedule TO/13E-3 filed by Bee Street with the SEC in
connection with such offer, Bee Street currently owns approximately
61% of the outstanding common stock of CMC.
CMC’s board of directors will carefully review and evaluate Bee
Street’s tender offer. Following its review, the CMC board
will make a recommendation or state that it is neutral or is unable
to take a position with respect to the tender offer within ten
business days of its commencement by making available to
stockholders and filing with the Securities and Exchange Commission
("SEC") a solicitation/recommendation statement on Schedule
14D-9.
CMC stockholders do not need to take any action at this
time.
Important Information
This press release is for informational purposes only, and is
neither an offer to purchase nor a solicitation of an offer to sell
securities. CMC may file a solicitation/recommendation statement on
Schedule 14D-9 with the SEC. Any solicitation/recommendation
statement filed by CMC that is required to be mailed to
stockholders will be mailed to CMC’s stockholders. INVESTORS AND
STOCKHOLDERS OF CMC ARE URGED TO READ THESE AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders may also obtain copies of the offer to purchase and
related materials, when and as filed with the SEC, without charge
from CMC by written request directed to CMC at 440 S. La Salle
Street, Suite #3100, Chicago, IL 60605, or by calling Paul
Ainsworth at 312-541-7222.
About Continental Materials Corporation
CMC operates primarily in the Building Products industry group.
Within this industry group the Company has identified three
reportable segments: the HVAC segment, the Door segment and the
Construction Materials segment. The HVAC segment produces and sells
a variety of products including wall furnaces, fan coils,
evaporative coolers, boiler room equipment and dryer boxes and
related accessories from the Company’s wholly-owned subsidiaries,
Williams Furnace Co. (WFC) of Colton, California, Phoenix
Manufacturing, Inc. (PMI) of Phoenix, Arizona, Global Flow Products
/American HVAC (GFP) of Broken Arrow, Oklahoma, and Inovate Dryer
Technologies (Inovate) of Jupiter, Florida. The Door segment sells
hollow metal and wood doors, door frames and related hardware,
sliding door systems and electronic access and security systems
from the Company’s wholly-owned subsidiaries: McKinney Door and
Hardware, Inc. (MDHI), Fastrac Building Supply (Fastrac) and
Serenity Sliding Door Systems (Serenity), which operate out of
facilities in Pueblo and Colorado Springs, Colorado. The
Construction Materials segment offers aggregates and construction
supplies from locations along the Southern Front Range of Colorado
operated by the Company’s wholly-owned subsidiaries, Castle
Aggregates and Castle Rebar & Supply of Colorado Springs, and
TMOP Legacy Company (formerly Transit Mix of Pueblo, Inc.) of
Pueblo, Colorado (the three companies collectively are referred to
as the Castle Companies). CMC was founded in 1954 and is
headquartered in Chicago, Illinois.
SOURCE Continental Materials Corporation
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