Distribution Solutions Group, Inc. (Nasdaq: DSGR)
(“DSG”), a premier, multi-platform specialty distribution company,
announced today that it plans to distribute at no charge to
stockholders of record of its common stock, par value $1.00 per
share (“common stock”), subscription rights for shares of its
common stock (the “rights offering”). The rights offering is
expected to raise an aggregate amount of approximately $100 million
and will be conducted pursuant to DSG’s registration statement on
Form S-3 filed on March 17, 2023 with the U.S. Securities and
Exchange Commission (“SEC”). The subscription rights will be
transferable but will not be listed for trading on any stock
exchange or market. The record date, subscription price, expiration
date and other details of the rights offering will be specified in
a prospectus supplement that DSG intends to file with the SEC once
additional details are available.
Luther King Capital Management and its affiliates (“LKCM”)
currently own approximately 77% of the outstanding common stock,
and have indicated an intention to fully subscribe for their pro
rata portion in the rights offering, as well as for their pro rata
portion of any rights remaining unsubscribed at the completion of
the subscription period.
DSG expects to use the net proceeds of the rights offering for
general corporate purposes and to fund, in combination with its
expanded committed credit facility, the acquisition of all of the
issued and outstanding capital stock of HIS Company, Inc.
(“Hisco”), pursuant to that certain Stock Purchase Agreement dated
as of March 30, 2023 by and among DSG, Hisco, HIS Company, Inc.
Employee Stock Ownership Trust (“Seller”) and Ellis Moseley, solely
in his capacity as the representative of Seller.
This announcement is being issued pursuant to Rule 135 under
the Securities Act of 1933, as amended (the “Securities Act”) and
does not constitute an offer to sell, or a solicitation of offers
to purchase or subscribe for, securities in the United
States.
This announcement does not constitute, or form part of, a
prospectus relating to DSG, nor does it constitute or contain any
invitation or offer to any person, or any public offer, to
subscribe for, purchase or otherwise acquire any shares in DSG or
advise persons to do so in any jurisdiction, nor shall it, or any
part of it form the basis of or be relied on in connection with any
contract or as an inducement to enter into any contract or
commitment with DSG.
About Distribution Solutions Group, Inc.
DSG is a premier, multi-platform specialty distribution company
providing high touch, value-added distribution solutions to the
maintenance, repair & operations (“MRO”), original equipment
manufacturer and the industrial technologies markets. DSG was
formed through the strategic combination of Lawson Products, Inc.,
a leader in MRO distribution of C-parts; 301 HW Opus Holdings,
Inc., conducting business as Gexpro Services, a leading global
supply chain services provider to manufacturing customers; and
TestEquity Acquisition, LLC, a leader in electronic test &
measurement solutions.
Through its collective businesses, DSG is dedicated to helping
customers lower their total cost of operation by increasing
productivity and efficiency with the right products, expert
technical support, and fast, reliable delivery to be a one-stop
solution provider. DSG serves 110,000 customers in several diverse
end markets supported by more than 3,100 dedicated employees and
strong vendor partnerships. DSG ships from strategically located
distribution and service centers to customers in North America,
Europe, Asia, South America and the Middle East.
For more information on Distribution Solutions Group please
visit www.distributionsolutionsgroup.com.
Forward-Looking Statements
This announcement contains forward-looking statements within the
meaning of Section 27A of the Securities Act, Section 21E of the
Securities Exchange Act of 1934, as amended, and the “safe harbor”
provisions under the Private Securities Litigation Reform Act of
1995, that involve risks and uncertainties. The terms “aim,”
“anticipate,” “believe,” “contemplates,” “continues,” “could,”
“ensure,” “estimate,” “expect,” “forecasts,” “if,” “intend,”
“likely,” “may,” “might,” “objective,” “outlook,” “plan,”
“positioned,” “potential,” “predict,” “probable,” “project,”
“shall,” “should,” “strategy,” “will,” “would,” and other words and
terms of similar meaning and expression are intended to identify
forward-looking statements.
Forward-looking statements do not relate to historical or
current facts and are only predictions and reflect DSG’s views as
of the date they are made with respect to future events and
financial performance. These statements are not guarantees of
future performance and involve risks, uncertainties and assumptions
that are difficult to predict. DSG gives no assurance that any goal
set forth in forward-looking statements can be achieved and
cautions readers not to place undue reliance on such statements,
which speak only as of the date made. These statements are based on
DSG management’s current expectations, intentions or beliefs and
are subject to assumptions and uncertainties that could cause
actual results to differ materially from those described in the
forward-looking statements. Factors that could cause or contribute
to such differences or that might otherwise impact if and to what
extent the stockholders of record will exercise their subscription
rights to purchase common stock include, but are not limited to,
(i) DSG’s expected use of proceeds from the rights offering, (ii)
the terms and conditions of the rights offering, including the
subscription price and (iii) other risks and uncertainties
indicated in DSG’s annual report on Form 10-K, particularly those
under its “Risk Factors” section, and from time to time in DSG’s
other filings with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20230330005795/en/
Ronald J. Knutson Executive Vice President and Chief Financial
Officer Distribution Solutions Group (773) 304-5665
Distribution Solutions (NASDAQ:DSGR)
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