Bee Street Holdings LLC (“Bee Street”), a holding company owned
and controlled by James G. Gidwitz and other members of the Gidwitz
family, today announces that it waives certain conditions of its
previously announced tender offer to purchase all outstanding
shares of common stock (the “Shares”) of Continental Materials
Corporation (NYSE American: CUO, the “Company”) at a price of $9.50
per share in cash (the “Offer”).
Bee Street announces that is hereby waiving the Financing
Condition (as defined in the Tender Offer Statement) and the
Minimum Tender Condition (as defined in the Tender Offer
Statement).
As previously announced, the Offer is scheduled to expire at
midnight, New York City time, at the end of April 14, 2020, unless
the Offer is further extended or earlier terminated in accordance
with the terms set forth in the Tender Offer Statement. Bee Street
currently does not expect to further extend the expiration date of
the Offer.
Bee Street further announces that Bee Street has received from
Wintrust Bank, N.A. (“Wintrust”), a definitive commitment letter
for a committed $8.75 million debt facility (the “Wintrust
Facility”) which would enable Bee Street to consummate the Offer
and to purchase all of the tendered Shares if only 306,317 Shares
are tendered, which Bee Street believes is the minimum number of
tendered Shares necessary to satisfy the Majority Minority
Condition (as defined in the Tender Offer Statement).
Computershare Trust Company, N.A., the depositary for the Offer,
has advised Bee Street that, as of 5:00 p.m., New York City time,
on April 6, 2020, 407,372 Shares had been validly tendered pursuant
to the Offer and not properly withdrawn. In addition, as of such
time, Notices of Guaranteed Delivery had been delivered for 22,043
Shares. Assuming that none of the Shares which are currently
tendered are withdrawn, Bee Street believes that tenders of no
additional Shares are required in order to consummate the
Offer.
The Financing Condition was waived because Bee Street and the
other Purchaser Filing Persons (as defined in the Tender Offer
Statement) currently intend to close and draw upon the Wintrust
Facility promptly after the expiration date of Offer (as it may be
extended from time to time) in order to accept for payment and to
pay for all of the Shares which have been validly tendered and not
properly withdrawn prior to the expiration date. The Minimum Tender
Condition was waived because it is not a condition the Wintrust
Facility.
If, notwithstanding the waiver of the Minimum Tender Condition,
Bee Street and its affiliates nevertheless do own 90% or more of
the outstanding Shares after the Offer is completed, the Purchaser
Filing Persons currently intend to promptly consummate the Merger
(as defined in the Tender Offer Statement), but the Purchaser
Filing Persons may change their intent so to consummate the
Merger.
As previously announced and together with the other Purchaser
Filing Persons, Bee Street expects that, if the Merger does not
occur promptly after the closing of the Offer, Bee Street would
advocate, as the Company’s overwhelming majority stockholder after
the completion of the Offer, for the Company to ‘go dark’ and cease
to be a public company by de-listing the Shares from the NYSE
American Stock Exchange and by terminating and suspending their and
its registrations under the Securities Exchange Act of 1934, as
amended. If the Company so de-lists and de-registers, the Company
would not thereafter be required to file periodic reports with the
United States Securities and Exchange Commission (the “SEC”) and to
comply with certain other rules promulgated by the SEC under the
federal securities laws.
Except for the Financing Condition and the Minimum Tender
Condition, no other condition of the Offer is currently being
waived.
About the Offer
The Offer is being made pursuant to the tender offer materials
(including an Offer to Purchase, a related Letter of Transmittal
and certain other offer documents) in the joint Tender Offer
Statement on Schedule TO and Transaction Statement on Schedule
13E-3 (together with any amendments or supplements thereto,
collectively, the “Tender Offer Statement”) filed by Bee Street
with the SEC on February 18, 2020, as amended on February 27, 2020,
March 20, 2020, March 27, 2020, April 1, 2020 and April 6, 2020.
The Tender Offer Statement may be further amended.
InvestorCom is acting as information and solicitation agent for
the Offer. Requests for documents and questions regarding the Offer
may be directed to InvestorCom toll free at (877) 972-0090 (for
stockholders) or collect at (203) 972-9300 (for banks and brokers),
or by email to info@investor-com.com.
About Bee Street
Bee Street is the majority stockholder of the Company. In
addition, four of the members of the board of managers of Bee
Street are also directors of the Company, including James G.
Gidwitz, who is the Chairman and Chief Executive Officer of the
Company.
Additional Information and Where to Find It
The Offer referenced herein commenced on February 18, 2020. This
announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of the Company, nor is it a substitute for
the tender offer materials that Bee Street has filed with the SEC.
On February 18, 2020, Bee Street filed the Tender Offer Statement
with the SEC. The Tender Offer Statement was subsequently amended
on February 27, 2020, March 20, 2020, March 27, 2020, April 1, 2020
and April 6, 2020 and may be further amended. On March 3, 2020, the
Company filed the related Solicitation/Recommendation Statement on
Schedule 14D-9 (the “Solicitation/Recommendation Statement”) with
the SEC, which was amended on March 24, 2020 and April 3, 2020 and
which may be further amended. The Company’s stockholders and other
investors are urged to read the Tender Offer Statement and the
Solicitation/Recommendation Statement because they contain
important information which should be read carefully before any
decision is made with respect to the Offer.
The Tender Offer Statement and the Solicitation/Recommendation
Statement, including amendments related thereto, are available for
free at the SEC’s web site at www.sec.gov. In addition, the Tender
Offer Statement and the Solicitation/Recommendation Statement may
be obtained free of charge from the information agent by contacting
InvestorCom toll free at (877) 972-0090 (for stockholders) or
collect at (203) 972-9300 (for banks and brokers), or by email to
info@investor-com.com.
In addition to the Solicitation/Recommendation Statement, the
Company files annual, quarterly and current reports, proxy
statements and other information with the SEC. The Company’s
filings with the SEC are also available to the public from
commercial document-retrieval services and at the website
maintained by the SEC at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200407005222/en/
For Bee Street: c/o InvestorCom Attn: John Glenn Grau, President
(203) 295-7841 jgrau@investor-com.com
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