- Accuride Recommends Shareholders Vote
to Approve Crestview’s Value-Maximizing Offer Today
- Special Meeting of Shareholders to be
held November 15, 2016
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 Institutional
Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass
Lewis”), leading independent proxy advisory firms, have recommended
that Accuride shareholders vote “FOR” the proposed
transaction for Accuride to be acquired by affiliates of Crestview
Partners (“Crestview”) at Accuride’s Special Meeting of
Shareholders (the “Special Meeting”) on November 15, 2016.
In its November 2, 2016 report recommending that shareholders
vote “FOR” the proposed Crestview transaction, ISS stated, among
other things1:
- “A vote FOR the proposed transaction is
warranted based on the 55.4 percent premium to ACW's unaffected
price; the robust sale process; the high indebtedness of 4.3x net
debt/NTM EBITDA, which could impact renegotiation of the company's
2018 debt maturities; the fact that the offer implies a 6.3x EV/NTM
EBITDA multiple (10 percent above the company's 5-year historical
median); and the apparent lack of an asymmetric upside potential if
the company remains standalone.”
In its November 1, 2016 report recommending that shareholders
vote “FOR” the proposed Crestview transaction, Glass Lewis stated,
among other things1:
- “...[W]e believe that a standalone
strategy carries a fairly significant amount of execution risk,
particularly considering the Company’s untenable capital structure.
Since the Company will likely need a significant cash infusion in
the near future, any standalone strategy would almost assuredly
expose existing shareholders to further potential equity and share
price dilution. In comparison, the proposed merger provides
existing shareholders with certainty of value for their Accuride
shares at a substantial premium to the Company’s recent unaffected
prices.”
- “We also point out that for all but one
of the trading days between the initial announcement date of the
deal and the publication date of our Proxy Paper (i.e., from
September 2, 2016 to November 1, 2016), the Company’s share price
has closed at or slightly below the proposed merger consideration
(average daily merger arbitrage spread of approximately 2.5%). This
suggests to us that most investors likely believe that Crestview’s
offer represents the best value for the Company at this time.”
John Risner, Chairman of Accuride’s Board of Directors, stated,
“We are pleased that ISS and Glass Lewis support the proposed
Crestview transaction and recognize the significant and immediate
value that Crestview’s all-cash $2.58 per share offer provides
Accuride shareholders. The Crestview transaction was the outcome of
an extensive and thorough strategic review process, and ISS’ and
Glass Lewis’ endorsement aligns with the Accuride Board’s
conviction that this value-maximizing transaction is the best
available outcome for the Company and its shareholders.”
To follow the ISS and Glass Lewis recommendations, as well as
the unanimous recommendation of the Accuride Board of Directors,
Accuride shareholders should mark “FOR” the merger proposal on the proxy card
mailed to all Accuride shareholders eligible to vote at the Special
Meeting. Shareholders may vote by following the instructions on the
proxy card, or, if shares are held in ‘‘street name’’ through a
broker, bank or nominee, by instructing your broker, bank or
nominee on how to vote your shares using the voting instruction
form furnished by your broker, bank or nominee.
Accuride urges shareholders to vote “FOR” the merger with Crestview TODAY.
If you have questions or need assistance
voting your shares please contact:
Georgeson LLC1290 Avenue of the
Americas, 9th FloorNew 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 first 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.
1 Permission to use quotes neither sought nor obtained.
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version on businesswire.com: http://www.businesswire.com/news/home/20161103006703/en/
MEDIA RELATIONS CONTACT FOR ACCURIDETimothy G. Weir,
APRDirector of Public Affairs, Communications &
Marketing(812) 962-5128 | tweir@accuridecorp.comorINVESTOR
RELATIONS CONTACT FOR ACCURIDETodd TaylorVice President
and Treasurer(812) 962-5105 | ttaylor@accuridecorp.comorCONTACT
FOR JOELE FRANK, WILKINSON BRIMMER KATCHERDan Katcher, Jim
Golden or Priscila Roney(212) 355-4449
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