Craftmade International, Inc. Board Unanimously Rejects Unsolicited Proposal From Litex Industries, Ltd.
January 15 2010 - 3:56PM
PR Newswire (US)
Proposal Significantly Undervalues Craftmade and Not in Best
Interests of Craftmade Stockholders COPPELL, Texas, Jan. 15
/PRNewswire-FirstCall/ -- Craftmade International, Inc. (OTCQX:
CRFT) ("Craftmade" or the "Company") today announced that it
recently received an unsolicited and conditional proposal from
Litex Industries, Limited ("Litex") to acquire the Company for
$3.25 per share in cash. After due consideration of the proposal,
the Board of Directors unanimously rejected the proposal and
determined that the proposal significantly undervalues Craftmade
and is not in the best interests of Craftmade stockholders. Prior
to the issuance of Litex's press release dated today regarding the
proposal, the Company advised Litex representatives in person that
the Company is not for sale and the Board is not interested in
pursuing the proposal. Therefore, Litex's statement in its press
release that it is very confident that a transaction can be
consummated is without foundation. Upon emerging from its
exploration of Strategic Alternatives in 2007, the Company
committed to a strategic plan that involved, among other things,
pursuing strategic value-creating acquisitions. Most recently, the
acquisition and integration of the assets of Woodard, LLC in 2008
provided the Company with a solid diversification platform and gave
the Company an operational scale that has helped it mitigate losses
during this economic downturn, and ultimately resulted in growth of
Company revenue to its largest ever of approximately $150 million
dollars for its fiscal year ended June 30, 2009. The Board has been
pleased with the execution of the Company's strategic plan while
facing the most challenging economic climate in the Company's
history, and continues to believe the Company provides a good
framework for absorption of other acquisition opportunities as well
as organic growth which will result in significant stockholder
return. "Craftmade has been looking closely at all aspects of its
operations, and has made many changes in recent months to create
the most efficient business possible during these difficult
economic times," commented J. Marcus Scrudder, Craftmade's Chief
Executive Officer. Mr. Scrudder continued, "We believe the Company
is weathering the worst of the economic storm and is well
positioned to benefit from renewed economic growth in the future.
Generally, the bottom of a market is not the best time to try and
monetize an investment made earlier at a higher basis." Craftmade's
Board believes that the proposal, which reflects a marginal premium
above recent trading values, represents an opportunistic action on
the part of Litex to capitalize on the down housing market and
Craftmade's limited trading volume. Craftmade's common stock has
traded above the $3.25 per share price as recently as October 19,
2009. Craftmade believes that Litex's offer is an attempt to
capture substantial value that properly belongs to Craftmade's
stockholders. Litex's proposal is conditioned on cancellation of
Craftmade's stockholder rights plan and completion of due
diligence. Craftmade's stockholder rights plan is intended to guard
against a potential takeover of Craftmade by Litex or any other
entity without paying all stockholders full and fair value. "We
certainly understand the appeal of our business and fully
appreciate the value and benefits our attractive product lines and
distribution channels would offer to Litex's owners," commented
James R. Ridings, Craftmade's founder and Chairman of the Board.
"However, the Board's job is to maximize value for Craftmade's
stockholders, and we believe that the quality of our management
team, the power of our brands and strength of our market positions
continue to provide the best avenue for growth as an independent
entity." Founded in 1985, Craftmade International, Inc. is engaged
in the design, manufacturing, distribution and marketing of a broad
range of home decor products, including proprietary ceiling fans,
lighting products and outdoor furniture. The Company distributes
its premium products through a network of independent showrooms and
mass retail customers through its headquarters and distribution
facility in Coppell, Texas and manufacturing plant in Owosso,
Michigan. More information about Craftmade International, Inc. can
be found at http://www.craftmade.com/. Various statements in this
Press Release or incorporated by reference herein, in future
filings with the Securities and Exchange Commission, in press
releases, and in oral statements made by or with the approval of
authorized personnel constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are based on current expectations
and are indicated by words or phrases such as "may," "will,"
"should," "could," "might," "expects," "plans," "anticipates,"
"believes," "estimates," "projects," "predicts," "forecasts,"
"intends," "potential," "continue," and similar words or phrases
and involve known and unknown risks, uncertainties and other
factors which may cause actual results, performance or achievements
to be materially different from the future results, performance or
achievements expressed in or implied by such forward-looking
statements. These forward-looking statements include statements or
predictions regarding among other items: revenues and profits;
gross margin; customer concentration; customer buying patterns;
sales and marketing expenses; general and administrative expenses;
pricing and cost reduction activities; income tax provision and
effective tax rate; realization of deferred tax assets; liquidity
and sufficiency of existing cash, cash equivalents, and investments
for near-term requirements; purchase commitments; product
development and transitions; competition and competing technology;
outcomes of pending or threatened litigation; and financial
condition and results of operations as a result of recent
accounting pronouncements. These forward-looking statements are
based largely on expectations and judgments and are subject to a
number of risks and uncertainties, many of which are beyond the
Company's control. Significant factors that cause the Company's
actual results to differ materially from its expectations are
described in the Company's Form 10-K under the heading of "Risk
Factors." The Company undertakes no obligation to publicly update
or revise these Risk Factors or any forward-looking statements,
whether as a result of new information, future events or otherwise.
DATASOURCE: Craftmade International, Inc. CONTACT: C. Brett
Burford, Chief Financial Officer, or Ric DeCastro, Investor
Relations, both of Craftmade International, Inc., +1-972-393-3800,
Web Site: http://www.craftmade.com/
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