LOS GATOS, Calif., Feb. 4, 2015 /PRNewswire/ -- CoSine
Communications, Inc. (Other OTC: COSN) ("CoSine") announced today
that its wholly owned United
Kingdom ("UK") subsidiary, Cedar 2015 Limited ("Cedar"), has
commenced a cash tender offer to acquire all of the issued and to
be issued ordinary shares of API Group plc (LN:API) ("API") not
already owned by Cedar (the "Offer"). Pursuant to the previously
announced contribution agreement, Cedar currently owns 24,807,203
API shares or approximately 32.3% of the outstanding shares of
API. Upon the successful closing of the Offer, stockholders
of API who tendered their shares in the Offer will receive
60 pence (approximately $0.91) per share, in cash, payable without
interest and less any applicable taxes in accordance with the
payment terms provided in the Offer Document (as defined below).
The Offer, which is not subject to any due diligence or any
financing contingency, is subject to customary UK conditions
including the valid tender of sufficient API shares, which, when
added to API shares owned by Cedar, constitute more than 62% of the
total number of outstanding API shares (or such lower percentage
not being less than 50% as Cedar determines).
On January 28, 2015, CoSine
announced that CoSine, SPH Group Holdings LLC ("SPH"), an indirect
wholly owned subsidiary of Steel Partners Holdings L.P. (NYSE:
SPLP) ("SPLP"), and SPLP had signed a definitive contribution
agreement (the "Contribution Agreement") pursuant to which SPH
contributed, in part, its 24,807,203 shares in API to CoSine, which
CoSine then transferred to its wholly owned subsidiary,
Cedar. As also announced on January
28, 2015, Cedar has received a binding commitment (referred
to as an irrevocable undertaking in the UK) and non-binding letters
of intent to accept the Offer in respect of approximately 29.7% of
the issued and outstanding shares API. As a result, in the
aggregate, Cedar either currently owns or has received an
irrevocable undertaking and non-binding letters of intent in
respect of approximately 62% of the issued and outstanding shares
of API. The Offer, Contribution Agreement and transactions
contemplated thereby have been unanimously approved by the board of
directors of CoSine and a committee formed of the independent
directors of CoSine. The Offer has also been approved by the
board of directors of Cedar.
A formal offer document and form of acceptance to be sent to API
shareholders on behalf of Cedar containing the full terms and
conditions of the Offer (the "Offer Document") is being posted
today in accordance with the UK City Code on Takeovers and
Mergers. The Offer must remain open for at least 20 US
business days after publication of the Offer Document. The
Offer is currently scheduled to expire at 1:00 P.M., London time, on Thursday, March 5, 2015, unless the Offer is
extended.
API is a manufacturer and distributor of foils, films and
laminates used to enhance the visual appeal of products and
packaging, serving industrial markets in Europe, North
America and Australasia from production operations in the UK
and US. Head-quartered in Poynton, North West England, API's global operations
employ more than 550 people in 15 locations.
About CoSine Communications
CoSine's Certificate of Incorporation limits the ability of any
group or person to acquire 5% or more of CoSine's common stock
(subject to certain exceptions as provided in the Certificate of
Incorporation).
CoSine's common stock is currently traded in the Pink Sheets
under the symbol COSN.PK and its website is www.cosinecom.com
Cautionary note regarding forward-looking statements
This press release contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of the API and certain plans and objectives of the boards
of directors of Cedar, SPLP and CoSine. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and
assessments made by the boards of directors of Cedar and CoSine in
light of its experience and its perception of historical trends,
current conditions, expected future developments and other factors
it believes appropriate. By their nature, forward-looking
statements involve risk and uncertainty, and the factors described
in the context of such forward-looking statements in this press
release could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Should one or more of these risks
or uncertainties materialise, or should underlying assumptions
prove incorrect, actual results may vary materially from those
described in this press release. Cedar and CoSine assume no
obligation to update or correct the information contained in this
press release, whether as a result of new information, future
events or otherwise, except to the extent legally required.
The statements contained in this press release are made as at
the date of this press release, unless some other time is specified
in relation to them, and issuance of this press release shall not
give rise to any implication that there has been no change in the
facts set out in this press release since such date. Nothing
contained in this press release shall be deemed to be a forecast,
projection or estimate of the future financial performance of API,
Cedar, SPLP or CoSine except where expressly stated.
Further information
This press release itself is not intended to constitute an offer
or solicitation to buy or exchange securities in API, nor shall
there be any sale or purchase of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful, whether
pursuant to the Offer or otherwise. The Offer is being
effected solely through the Offer Document, which, together with a
form of acceptance (in relation to API shareholders holding shares
in certificated form only) contains the full details, terms and
conditions of the Offer, including the details of how to accept the
Offer. Any response to the Offer should be made only on the basis
of the information contained in the Offer Document. API
shareholders are urged to read the relevant Offer documents because
they contain important information that shareholders should
consider before making any decision regarding tendering their
shares. The Offer materials are available for free at
http://www.cosinecom.com/cedar/.
For additional information contact:
Terry Gibson
(408) 399-6494
Email: Terry.Gibson@spcorpservices.com
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SOURCE CoSine Communications, Inc.