This Schedule
14D-9
filing consists of the following
communications related to the proposed acquisition of Tower International, Inc. a Delaware corporation (the
Company
), by Autokiniton US Holdings, Inc., a Delaware corporation (
Parent
), and Tiger Merger Sub,
Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (
Merger Sub
), pursuant to the terms of the Agreement and Plan of Merger dated as of July 12, 2019 (the
Merger Agreement
), among the
Company, Merger Sub and Parent:
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The information set forth under Items 1.01, 5.03, 8.01 and 9.01 of a Current Report on Form
8-K filed
by the Company on July 12, 2019 (including all exhibits attached thereto) is incorporated herein by reference.
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The information set forth under Items 5.02 and 9.01 of a Current Report on Form 8-K filed by the Company on July
12, 2019 (including all exhibits attached thereto) is incorporated herein by reference.
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Exhibit 99.1Press Release, dated July 12, 2019, announcing the execution of the Merger Agreement.
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Exhibit 99.2CEOs email to the Companys colleagues, dated July 12, 2019.
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Forward-Looking Statements
This document contains forward-looking information related to the Company, Parent and the proposed acquisition. 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. All of the statements in this document, other than historical facts, are forward-looking statements and are based on a number of assumptions that could ultimately prove inaccurate. Forward-looking statements in this document include,
among other things, statements with respect to the anticipated timing of the completion of the proposed acquisition and its potential benefits, as well as Parents plans, expectations and intentions and projected business, results of operations
and financial condition. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due
to known and unknown risks, the Companys actual results may differ materially from its expectations or projections. The following factors, among others, could cause actual plans and results to differ materially from those described in
forward-looking statements: (1) risks related to the satisfaction of the conditions to closing the proposed acquisition in the anticipated timeframe or at all, including uncertainties as to how many Shares will be tendered in the Offer and the
possibility that the acquisition does not close, (2) the possibility that alternative acquisition proposals will be made, (3) the possibility that the Company will terminate the Merger Agreement to enter into an alternative business
combination, (4) the possibility that various closing conditions may not be satisfied and required regulatory approvals may not be obtained, (5) the risk that the Merger Agreement may be terminated in circumstances requiring the Company to
pay a termination fee, (6) the risk of litigation and regulatory actions related to the proposed acquisition, which may delay the proposed acquisition, and (7) risks regarding the failure to obtain the necessary financing to complete the
proposed acquisition. Other factors that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are set forth under Risk Factors in the Companys most recent
annual report on Form
10-K
and subsequent quarterly reports on Form
10-Q,
the Schedule TO and other tender offer documents to be filed by Parent and its affiliates, and
the Solicitation/Recommendation Statement on Schedule
14D-9
to be filed by the Company. The Companys filings with the United States Securities and Exchange Commission (the
SEC
) are
available publicly on the SECs website at www.sec.gov, or on the Companys website at https://towerinternational.com/ under the Investors section. All such forward-looking statements speak only as of the date they are made.
Except as required by law or regulation, the Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, circumstances or otherwise.
Additional Information
The Offer
described herein has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any Shares or any other securities of the Company. On the commencement date of the
Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Parent and Merger Sub, and promptly thereafter a solicitation/recommendation statement on
Schedule
14D-9
will be filed with the SEC by the Company. The offer to purchase Shares will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of
the Schedule TO.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER
-2-