Distribution Solutions Group Announces Record Date for Proposed $100 Million Rights Offering
April 21 2023 - 1:00PM
Business Wire
Distribution Solutions Group, Inc. (Nasdaq: DSGR) (“DSG” or
the “Company”), a premier specialty distribution company,
announced today that its board of directors has fixed the record
date for its proposed rights offering as the close of business on
May 1, 2023 (the “Record Date”).
DSG intends to raise up to $100 million in aggregate gross
proceeds in the rights offering in which holders of DSG’s common
stock as of the Record Date will be granted rights to purchase
shares of DSG’s common stock (the “Rights Offering”).
The Rights Offering will be made pursuant to the Company’s
existing effective shelf registration statement on Form S-3 (Reg.
No. 333-270678) on file with the Securities and Exchange Commission
(the “SEC”) and a prospectus supplement (and the accompanying base
prospectus) to be filed with the SEC prior to the commencement of
the rights offering.
DSG expects to use the net proceeds from the proposed Rights
Offering for general corporate purposes and to fund, in combination
with its committed credit facility, the acquisition of all of the
issued and outstanding capital stock of HIS Company, Inc., a Texas
corporation (“Hisco”), pursuant to a Stock Purchase Agreement dated
as of March 30, 2023 by and among the Company, Hisco, GreatBanc
Trust Company, as trustee of the HIS Company, Inc. Employee Stock
Ownership Trust and Ellis Moseley, solely in his capacity as the
representative of HIS Company, Inc. Employee Stock Ownership
Trust.
About Distribution Solutions Group,
Inc.
Distribution Solutions Group (“DSG”) is a premier specialty
distribution company providing high touch, value-added distribution
solutions to the maintenance, repair & operations (“MRO”),
original equipment manufacturer (“OEM”) 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 press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended (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 the views of the
Company 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. The Company 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 the Company’s 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) the Company’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 the Company’s annual
report on Form 10-K, particularly those under its “Risk Factors”
section, and from time to time in the Company’s other filings with
the SEC. The information contained in this press release is as of
the date indicated above. The Company assumes no obligation to
update any forward-looking statements contained in this press
release as a result of new information or future events or
developments.
Non-Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act or an exemption therefrom.
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version on businesswire.com: https://www.businesswire.com/news/home/20230421005291/en/
Company Contact: Distribution Solutions Group, Inc.
Ronald J. Knutson Executive Vice President and Chief Financial
Officer 773-304-5665
Distribution Solutions (NASDAQ:DSGR)
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