Key Tronic Corporation Responds to Cemtrex Release
October 26 2017 - 9:00AM
On October 23, 2017, Key Tronic Corporation (Nasdaq:KTCC), a
provider of electronic manufacturing services, became aware of a
press release issued by Cemtrex, Inc. (“Issuer”) on October 23,
2017 regarding an update to its purported exchange offer for the
outstanding shares of common stock of Key Tronic. Key Tronic
has not had any communication from Issuer detailing its purported
offer, and Issuer has not commenced any formal exchange offer for
Key Tronic common stock, which would require additional SEC filings
by Issuer.
Issuer’s press release describes revisions to the
purported exchange offer, which has been revised to be a potential
exchange of one share of Key Tronic’s common stock for one of
Issuer’s series 2 units to consist of (1) one $10 Issuer 4%
debenture due 2024 (no additional details regarding this instrument
have yet been provided) and (2) one-third share of Issuer common
stock. Despite Issuer’s statements that this is an increase
in value over its earlier purported offer, Key Tronic continues to
have extremely serious concerns about the accuracy of Issuer’s
statements provided in Issuer’s public disclosures regarding the
purported offer and its motives, as well as the legitimacy of the
purported offer.
Key Tronic intends to focus on continuing to
execute on our strategic plan. We believe that pursuing our
growth opportunities and continuing to leverage our competitive
strengths will be in the best long-term interests of our
shareholders.
About Key Tronic
Key Tronic is a leading contract manufacturer
offering value-added design and manufacturing services from its
facilities in the United States, Mexico and China. Key Tronic
provides its customers full engineering services, materials
management, worldwide manufacturing facilities, assembly services,
in-house testing, and worldwide distribution. Its customers include
some of the world’s leading original equipment manufacturers. For
more information about Key Tronic visit: www.keytronic.com.
Forward-Looking Statements
Some of the statements in this press release are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
relating to Cemtrex’s stated intention to make an exchange offer
for Key Tronic’s common stock and actions related thereto, and Key
Tronic’s growth opportunities, competitive strengths and execution
of the strategic plan. Forward-looking statements include all
passages containing verbs such as aims, anticipates, believes,
estimates, expects, hopes, intends, plans, predicts, projects or
targets or nouns corresponding to such and similar verbs.
Forward-looking statements also include other passages that are
primarily relevant to expected future actions or events or that can
only be fully evaluated by actions or events that will occur in the
future. There are many factors, risks and uncertainties that
could cause actual results to differ materially from those
predicted or projected in forward-looking statements, including the
other risks and uncertainties detailed from time to time in Key
Tronic’s SEC filings, including its most recent annual report and
subsequent quarterly reports.
Important Information
The purported exchange offer for the outstanding
common stock of Key Tronic referred to in this document has not
commenced. This communication is not an offer to exchange or
a solicitation of an offer to sell shares of Key Tronic’s common
stock. Any solicitation and offer to exchange shares of Key
Tronic’s common stock will only be made pursuant to an offer to
exchange and related materials that Issuer may (but ultimately may
not) file with the Securities and Exchange Commission (the “SEC”).
At the time any exchange offer is commenced, Issuer will file
a tender offer statement on Schedule TO with the SEC. Key
Tronic will file a solicitation/recommendation statement on
Schedule 14D-9 with respect to the exchange offer if it is
commenced.
KEY TRONIC SHAREHOLDERS ARE ADVISED TO READ THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND THE
ISSUER’S OFFER TO EXCHANGE DOCUMENTS, IF AND WHEN FILED WITH THE
SEC AND AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME,
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, IF AND WHEN
THEY BECOME AVAILABLE, BEFORE MAKING ANY DECISION WITH RESPECT TO
AN ACTUAL EXCHANGE OFFER BECAUSE SUCH DOCUMENTS WOULD CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE
PARTIES THERETO.
Investors may obtain free copies of these
documents, as each may be amended or supplemented from time to
time, and other documents, if filed by the parties (when
available), at the SEC’s web site at www.sec.gov. Copies of
the solicitation/recommendation statement on Schedule 14D-9 and any
amendments and supplements to the solicitation/recommendation
statement will also be available for free at Key Tronic’s Investor
Relations website at
www.keytronic.com/home/investor-relations/.
CONTACTS:
Brett LarsenChief Financial OfficerKey Tronic
Corporation(509) 927-5500
Michael NewmanInvestor RelationsStreetConnect(206)
729-3625
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