Toyota Commences Tender Offer to Acquire Cascade Corporation
OREANDA-NEWS. November 06, 2012. Toyota Industries Corporation (Tokyo Stock Exchange: 6201) (“TICO”) today announced that its indirect wholly owned subsidiary, Industrial Components and Attachments II, Inc., has commenced a cash tender offer for all outstanding common shares of Cascade Corporation (NYSE: CASC) (“Cascade”) for USD 65.00 per share. As previously announced, TICO and Cascade entered into a definitive merger agreement on October 22, 2012.
Upon the successful closing of the tender offer, shareholders of Cascade will receive USD 65.00 in cash for each common share of Cascade validly tendered and not properly withdrawn in the offer, without interest and less any required withholding taxes. Following the completion of the transaction, Cascade will become an indirect wholly owned subsidiary of TICO.
TICO is filing with the Securities and Exchange Commission (“SEC”) today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the tender offer. Additionally, Cascade is filing with the SEC today a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the unanimous recommendation of the Cascade Board of Directors that Cascade's shareholders tender their shares into the tender offer.
In addition, Robert C. Warren, Jr. and Warren Holdings, LLC, a family-managed limited liability company, have entered into an agreement with TICO to support the transaction and to tender their shares in the tender offer that covers approximately 14% of Cascade's outstanding shares.
The tender offer is scheduled to expire at 12:00 midnight, New York City time, on December 3, 2012, unless extended. The closing of the tender offer is conditioned upon satisfaction of customary closing conditions, including Cascade's shareholders tendering at least a majority of Cascade's outstanding common shares (on a fully diluted basis) and clearance by applicable regulatory authorities. The agreement also provides that the parties will effect, subject to customary conditions, a merger to be completed following the completion of the tender offer, which would result in all shares not tendered being converted into the right to receive the same price as is paid in the tender offer. The transaction is not subject to a financing condition.
Nomura Securities is serving as exclusive financial advisor to TICO and White & Case LLP is serving as legal advisor in connection with the transaction. BofA Merrill Lynch is serving as exclusive financial advisor to Cascade, and Miller Nash LLP is serving as Cascade's legal advisor.
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