Houston Wire & Cable Company Postpones 2021 Annual Meeting in Light of Pending Acquisition by OmniCable
April 29 2021 - 9:33AM
Houston Wire & Cable Company (NASDAQ: HWCC) (HWCC) has
postponed its Annual Meeting of Stockholders in light of its
proposed merger with a subsidiary of Omni Cable, LLC (OmniCable)
pursuant to the Agreement and Plan of Merger dated as of March 24,
2021, among OmniCable, its subsidiary and HWCC.
The 2021 Annual Meeting of Stockholders was to have been held on
May 25, 2021, but because the HWCC Board of Directors anticipates
that the merger transaction will close in the second quarter of
2021, the Board determined that the Annual Meeting should be
postponed. A postponed Annual Meeting will be held (and the meeting
date, record date and related dates for stockholder proposals
announced) later in 2021 if the merger is not consummated.
About HWCC
With 45 years’ experience in the industry, Houston Wire &
Cable Company, an industrial distributor, is a large provider of
wire and cable and fastener products in the U.S. market.
Headquartered in Houston, Texas, the Company has sales and
distribution facilities strategically located throughout the United
States.
Comprehensive value-added services include same-day shipping,
knowledgeable sales staff, inventory management programs,
just-in-time delivery, logistics support, customized online
ordering capabilities and 24/7/365 service.
Additional Information and Where to Find It
This press release relates to the proposed transaction involving
HWCC and OmniCable. HWCC intends to file a proxy statement (the
“Proxy Statement”) with the Securities and Exchange Commission (the
“SEC”) in connection with the solicitation of proxies in connection
with the proposed transaction. This press release does not
constitute a solicitation of any vote or approval, and is not a
substitute for the Proxy Statement or any other document that HWCC
may file with the SEC or send to its stockholders in connection
with the proposed transaction.
Promptly after filing the definitive Proxy Statement with the
SEC, HWCC will mail the definitive Proxy Statement and a proxy form
to each stockholder entitled to vote at the annual meeting at which
the proposed transaction will be considered. STOCKHOLDERS ARE URGED
TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT HWCC
FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain the documents
(when available) free of charge at the SEC’s web site,
http://www.sec.gov, at HWCC’s website, www.houwire.com, or by
writing to HWCC at Houston Wire & Cable Company, 10201 North
Loop East, Houston, TX 77029, attention: Corporate Secretary.
Participants in Solicitation
HWCC and its directors and executive officers are participants
in the solicitation of proxies from stockholders in connection with
the proposed transaction. Information about the directors and
executive officers of HWCC is set forth in the proxy statement for
HWCC’s 2020 annual meeting of stockholders, which was filed with
the SEC on March 26, 2020, and in HWCC’s Annual Report on
Form 10-K for the year ended December 31, 2020, which was
filed with the SEC on March 25, 2021, as amended by the
Form 10-K/A filed with the SEC on April 28, 2021. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the Proxy
Statement and other relevant materials to be filed with the SEC in
respect of the proposed transaction when they become available.
Cautionary Note Regarding Forward-Looking
Statements
Forward-looking statements in this press release are made in
reliance upon the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements may
relate to, but are not limited to, information or assumptions about
the duration, extent and impact of the COVID-19 pandemic, our sales
and marketing strategy, sales (including pricing), income,
operating income or gross margin improvements, working capital,
cash flow, interest rates, impact of changes in accounting
standards, future economic performance, management’s plans, goals
and objectives for future operations, performance and growth or the
assumptions relating to any of the forward-looking statements.
These statements can be identified by the fact that they do not
relate strictly to historical or current facts. They use words such
as “aim”, “anticipate”, “believe”, “could”, “estimate”, “expect”,
“intend”, “may”, “plan”, “project”, “should”, “will be”, “will
continue”, “will likely result”, “would” and other words and terms
of similar meaning in conjunction with a discussion of future
operating or financial performance. HWCC cautions that
forward-looking statements are not guarantees because there are
inherent difficulties in predicting future results. Actual results
could differ materially from those expressed or implied in the
forward-looking statements. The factors listed under “Risk Factors”
in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2020 provide examples of risks, uncertainties and
events that may cause our actual results to differ materially from
the expectations we describe in our forward-looking statements.
Contact Information
Eric W. Davis
Chief Financial Officer
Direct: 713.609.2177
Fax: 713.609.2168
edavis@houwire.com
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