- Reiterates Recommendation of Accuride
Board of Directors that Shareholders Vote “FOR” the
Transaction with Crestview
Accuride Corporation (NYSE:ACW) (“Accuride” or the “Company”) –
a leading supplier of components to the North American and European
commercial vehicle industries – today announced that it has filed
an investor presentation in connection with the Company’s Special
Meeting of Shareholders (the “Special Meeting”). This presentation
highlights a number of important facts pertaining to the previously
announced definitive agreement for Accuride to be acquired by
affiliates of Crestview Partners (“Crestview”), a leading private
equity firm, for $2.58 per share in cash. The Accuride Board of
Directors unanimously recommends that shareholders vote “FOR” the
proposed merger on the WHITE proxy
card today.
The presentation and other materials regarding the Board of
Directors’ recommendations for the Special Meeting are available
online at www.accuridecorp.com/investors and www.sec.gov.
The Special Meeting is scheduled for November 15, 2016.
Shareholders of record as of October 10, 2016, will be entitled to
vote at the Special Meeting.
THE BOARD IS URGING SHAREHOLDERS TO PROTECT
THE VALUE OF THEIR INVESTMENT BY VOTING FOR THE TRANSACTION TODAY
The Company’s proposed acquisition by Crestview provides
Accuride shareholders with a substantial premium and immediate and
certain cash value and eliminates the significant business and
capital structure risks associated with executing against a
standalone plan.
Accuride’s Board believes the proposed Crestview acquisition
maximizes the value of shareholders’ investments
and unanimously recommends that
shareholders vote to approve it. Failing to vote has the same
effect as a vote against the transaction. The vote of all Accuride shareholders is important, no
matter how many shares are owned.
Vote today on the WHITE proxy card “FOR” the
proposed merger with Crestview.
If you have questions or need
assistance voting your shares please contact:
Georgeson LLC
1290 Avenue of the Americas, 9th Floor New York, NY 10104
Shareholders call toll-free: (800) 676-0281
About Accuride Corporation
With headquarters in Evansville, Ind., USA, Accuride Corporation
is a leading supplier of components to the North American and
European commercial vehicle industries. The company’s products
include commercial vehicle wheels and wheel-end components and
assemblies. The company’s products are marketed under its brand
names, which include Accuride®, Accuride Wheel End Solutions™,
Gunite® and Gianetti Ruote™. Accuride’s common stock trades on the
New York Stock Exchange under the ticker symbol ACW. For more
information: www.AccurideCorp.com.
Additional Information About the Acquisition and Where to
Find It
Accuride filed a definitive proxy statement and related
materials with the Securities and Exchange Commission (“SEC”) on
October 17, 2016 for its special meeting of shareholders in
connection with the proposed merger contemplated by the Agreement
and Plan of Merger, dated September 2, 2016, by and among the
Company, Armor Parent Corp. and Armor Merger Sub Corp. (such
merger, the “proposed transaction” and such agreement, the “Merger
Agreement”). The definitive proxy statement was mailed to
shareholders of Accuride on or about October 17, 2016. The
definitive proxy statement contains important information about the
proposed transaction and related matters. INVESTORS OF ACCURIDE ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT ACCURIDE, ARMOR PARENT CORP., ARMOR
MERGER SUB CORP. AND THE PROPOSED TRANSACTION. Investors may obtain
a free copy of these materials and other documents filed by
Accuride with the SEC at the SEC’s website at www.sec.gov, at
Accuride’s website at www.accuridecorp.com or by sending
a written request to Accuride at 7140 Office Circle, Evansville,
Indiana 47715, Attention: General Counsel and Corporate
Secretary.
Participants in the Solicitation
Accuride and its directors, executive officers and certain other
members of management and employees may be deemed to be
participants in soliciting proxies from its shareholders in
connection with the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of Accuride’s shareholders in
connection with the proposed transaction is set forth in Accuride’s
definitive proxy statement for its special shareholder meeting,
which was filed on October 17, 2016. Additional information
regarding these individuals and any direct or indirect interests
they may have in the proposed transaction is set forth in the
definitive proxy statement. Information relating to the foregoing
can also be found in Accuride’s definitive proxy statement for its
2016 Annual Meeting of Shareholders (the “2016 Proxy Statement”),
which was filed with the SEC on March 18, 2016. To the extent that
holdings of Accuride’s securities have changed since the amounts
set forth in the 2016 Proxy Statement, such changes have been or
will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC.
Forward-Looking Statements
Certain statements contained in this document may be considered
forward-looking statements within the meaning of the U.S.
securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, including statements regarding the proposed
transaction and the ability to consummate the proposed transaction.
These forward-looking statements generally include statements that
are predictive in nature and depend upon or refer to future events
or conditions, and include words such as “believes,” “plans,”
“anticipates,” “projects,” “estimates,” “expects,” “intends,”
“strategy,” “future,” “opportunity,” “may,” “will,” “should,”
“could,” “potential,” or similar expressions. Statements that are
not historical facts are forward-looking statements.
Forward-looking statements are based on current beliefs and
assumptions that are subject to risks and uncertainties. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they are made. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: (1) Accuride may be unable to obtain
shareholder approval for the proposed transaction; (2) the
conditions to the closing of the proposed transaction may not be
satisfied and required regulatory approvals may not be obtained;
(3) the proposed transaction may involve unexpected costs,
liabilities or delays; (4) the business of Accuride may suffer as a
result of uncertainty surrounding the proposed transaction; (5) the
outcome of any legal proceedings related to the proposed
transaction; (6) Accuride may be adversely affected by other
economic, business, legislative, regulatory and/or competitive
factors; (7) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement; (8) risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the proposed transaction; (9) the failure
by Armor Parent Corp. or Armor Merger Sub Corp. to obtain the
necessary debt and equity financing arrangements set forth in the
commitment letters received in connection with the proposed
transaction; and (10) other risks to consummation of the proposed
transaction, including the risk that the proposed transaction will
not be consummated within the expected time period or at all. If
the proposed transaction is consummated, Accuride’s shareholders
will cease to have any equity interest in Accuride and will have no
right to participate in its earnings and future growth. The
foregoing review of important factors that could cause actual
results to differ from expectations should not be construed as
exhaustive and should be read in conjunction with statements that
are included herein and elsewhere, including Accuride’s filings
with the SEC, including its Annual Report on Form 10-K for the year
ended December 31, 2015, the 2016 Proxy Statement, the definitive
proxy statement filed in connection with the proposed transaction
and recent Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K filed with the SEC, which are available on the SEC’s
website at www.sec.gov. Except as required by applicable law,
Accuride undertakes no obligation to update any forward-looking
statement, or to make any other forward-looking statements, whether
as a result of new information, future events or otherwise.
Accuride does not intend, and assumes no obligation, to update any
forward-looking statements. Accuride’s filings with the SEC,
including its Annual Report on Form 10-K for the year ended
December 31, 2015, the 2016 Proxy Statement, the definitive proxy
statement filed in connection with the proposed transaction and
recent Quarterly Reports on Form 10-Q and Current Reports on Form
8-K filed with the SEC, which are available on the SEC’s website at
www.sec.gov.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161026006411/en/
MEDIA RELATIONS FOR ACCURIDETimothy G. Weir,
APRDirector of Public Affairs, Communications &
Marketing812-962-5128tweir@accuridecorp.comorINVESTOR RELATIONS
FOR ACCURIDETodd TaylorVice President and
Treasurer812-962-5105ttaylor@accuridecorp.comorJOELE FRANK,
WILKINSON BRIMMER KATCHERDan Katcher, Jim Golden or Priscila
Roney212-355-4449
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