Hirsch International Corp. Signs Merger Agreement to be Acquired by Paul Gallagher
July 02 2009 - 7:32AM
Business Wire
Hirsch International Corp. (�Hirsch� or the �Company�) (NASDAQ:
HRSH, http://www.hirschinternational.com) announced today that it
has entered into a definitive merger agreement to be acquired by
its President, Chief Executive Officer and Chief Operating Officer,
Paul Gallagher, for $0.31 per share in cash. Mr. Gallagher
beneficially owns approximately 13.7% of the Company�s outstanding
shares of Class A Common Stock.
Under the terms of the merger agreement, the Company�s
stockholders, other than Mr. Gallagher and certain related parties,
will receive $0.31 per share in cash for each share of the
Company�s common stock they hold, representing a premium of
approximately 47.6% over the Company�s closing share price of $0.21
on June 12, 2009, the last completed trading day prior to the
public announcement of Mr. Gallagher�s offer to acquire all of the
Company�s outstanding shares.
The Company�s Board of Directors, acting upon the unanimous
recommendation of a special committee comprised entirely of
independent directors (the �Special Committee�), has approved the
merger agreement and resolved to recommend that the Company�s
stockholders adopt the agreement.
Mr. Gallagher has received a financing commitment from Keltic
Financial Services LLC with respect to the debt financing for the
acquisition.
Under the terms of the merger agreement, the Company (acting
under the direction of the Special Committee) may solicit
acquisition proposals from third parties for 20 days following the
signing of the merger agreement. The Special Committee, with the
assistance of its independent advisors, intends to solicit
acquisition proposals during this period. There can be no
assurances that the solicitation of acquisition proposals will
result in an alternative transaction. The Company does not intend
to disclose developments with respect to this solicitation process
unless and until the Special Committee has made a decision with
respect to the alternative proposals it receives, if any.
The transaction is expected to be completed in approximately
three months and is subject to Mr. Gallagher�s receipt of the debt
financing, the approval of the merger agreement by a majority of
the outstanding shares of the Company�s Class A and Class B Common
Stock, receipt of consent to the merger from a significant
supplier, as well as other customary closing conditions.
Thompson & Hine LLP is serving as the legal advisor to the
Special Committee, and Burnham Securities Inc. is serving as the
financial advisor to the Special Committee and rendered a fairness
opinion in connection with the proposed transaction. Bryan Cave LLP
is serving as the Company�s legal advisor. Baker & McKenzie LLP
is acting as legal advisor to the acquiror in this transaction.
About the Transaction
In connection with the proposed merger, the Company will file a
proxy statement with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain a
free copy of the proxy statement (when available) and other
documents filed by the Company at the Securities and Exchange
Commission�s Web site at http://www.sec.gov.
The proxy statement and such other documents may also be
obtained for free from the Company by directing such request to
Hirsch International Corp, 50 Engineers Road, Suite 100, Hauppauge,
New York, 11788, Attention: Corporate Secretary; Telephone (631)
436-7100.
The Company and its directors, executive officers and other
members of its management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed merger. Information concerning the
interests of the Company�s participants in the solicitation of
proxies will be set forth in the proxy statement relating to the
proposed merger when it becomes available.
Safe Harbor Statement
This press release contains forward-looking statements which are
made pursuant to the safe harbor provisions set within the meaning
of the Private Securities Litigation Reform Act of 1995. Except for
historical information contained herein, the matters set forth in
this press release are forward-looking statements. Readers should
note that forward-looking statements set forth above involve a
number of risks and uncertainties that could cause actual results
to differ materially from any such statement, including, without
limitation, the inability to complete the merger due to the failure
to obtain stockholder approval for the merger or the failure to
satisfy other conditions to the merger, including the failure to
obtain the necessary financing set forth in the debt commitment
letter delivered to the Company pursuant to the Merger Agreement,
the failure to receive consent to the merger from a significant
supplier and the other risks and uncertainties discussed under the
caption �Risk Factors� in the Company�s Annual Report on Form 10-K
for the year ended December 31, 2008, which may be updated by our
subsequent periodic reports, which discussion is incorporated
herein by reference. Readers are also urged to read the periodic
filings and current reports on Form 8-K of the Company.
About Hirsch International Corp.
Hirsch is a leading provider of equipment and education and
support services to the graphic and decorated apparel industry. The
Company exclusively represents the decorated apparel industry�s
leading brands including Tajima embroidery equipment, MHM screen
printing equipment, SEIT textile bridge lasers, Pulse Microsystems
digitizing and design software and now Kornit and Mimaki digital
garment printers. Hirsch�s customer groups include: a wide range of
contract manufacturers that outsource their embellishment
requirements; manufacturers who use embroidery, screenprinting,
laser etching or digital printing to embellish their apparel and
fashion accessories; promotional products, uniform, and sportswear
companies; retail stores; and graphic and decorated apparel
entrepreneurs servicing the athletic apparel, corporate logo-wear,
and advertising specialties markets.
The Company is led by a strong and experienced management team
focused on continuing to grow its core business through sound
acquisitions of products and processes, as well as through related
business ventures in which the Company can build and maximize
stockholder value. The Company was founded in 1968 and is
headquartered in Hauppauge, N.Y.
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