Trinity Industries, Inc. Announces Commencement of Tender Offer to Acquire Quixote Corporation
January 07 2010 - 1:43PM
Business Wire
Trinity Industries, Inc. (NYSE: TRN) today announced the
commencement of a tender offer by its subsidiary, THP Merger Co.,
for all outstanding shares of common stock of Quixote Corporation
(NASDAQ: QUIX) for $6.38 per share (including the associated
preferred stock purchase rights), net to the seller in cash,
without interest. The tender offer is being made pursuant to an
Offer to Purchase, dated January 7, 2010, and in connection with
the Agreement and Plan of Merger, dated December 30, 2009, by and
among Trinity Industries, Inc., THP Merger Co., a wholly-owned
subsidiary of Trinity, and Quixote Corporation, which Trinity
Industries, Inc. and Quixote Corporation publicly announced on
December 30, 2009.
The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on Thursday, February 4, 2010, unless the tender
offer is extended. Following the completion of the tender offer
and, if required, receipt of approval by Quixote Corporation
stockholders, Trinity Industries, Inc. expects to consummate a
merger in which remaining Quixote Corporation stockholders will
receive the same $6.38 cash price per share, without interest, as
paid in the tender offer. The tender offer and merger are subject
to customary closing conditions, including the acquisition by THP
Merger Co. of at least 60% of Quixote Corporation’s issued and
outstanding shares on a fully-diluted basis in the tender
offer.
The Depositary for the tender offer is BNY Mellon Shareowner
Services. The Dealer Manager for the tender offer is BofA Merrill
Lynch. The Information Agent for the tender offer is D.F. King
& Co., Inc.
Trinity Industries, Inc., headquartered in Dallas, Texas, is a
multi-industry company that owns a variety of market-leading
businesses which provide products and services to the industrial,
energy, transportation, and construction sectors. Trinity reports
its financial results in five principal business segments: the Rail
Group, the Railcar Leasing and Management Services Group, the
Inland Barge Group, the Construction Products Group, and the Energy
Equipment Group. For more information, visit: www.trin.net.
Quixote Corporation, headquartered in Chicago, Illinois
(www.quixotecorp.com), through its wholly-owned subsidiary, Quixote
Transportation Safety, Inc., is a leading manufacturer of
energy-absorbing highway crash cushions, truck-mounted attenuators,
bridge anti-icing systems, flexible post delineators and other
transportation safety products.
Special Note:
Additional Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer is
being made pursuant to a Tender Offer Statement and related
materials.
Quixote Corporation stockholders are advised to read the Tender
Offer Statement and related materials, to be filed by Trinity
Industries, Inc. with the SEC. The Tender Offer Statement on
Schedule TO (including the Offer to Purchase, letter of transmittal
and related tender offer documents) to be filed by Trinity
Industries, Inc. with the SEC and the Solicitation/Recommendation
Statement on Schedule 14D-9 to be filed by Quixote Corporation with
the SEC contain important information which should be read
carefully before any decision is made with respect to the tender
offer. The Tender Offer Statement will be mailed to all Quixote
Corporation stockholders of record.
The Tender Offer Statement and related materials may be obtained
at no charge by directing a request by mail to D.F. King & Co.,
Inc., 48 Wall Street, New York, New York 10005, or by calling
toll-free at (800) 290-6427, and may also be obtained at no
charge at the website maintained by the SEC at
http://www.sec.gov.
This press release contains forward-looking statements.
Forward-looking statements are statements that are not historical
facts. These statements include product development, product
potential projections and estimates and their underlying
assumptions, statements regarding plans, objectives, intentions and
expectations with respect to future events, operations, products
and services, and statements regarding future performance.
Forward-looking statements are generally identified by the words
“expects,” “anticipates,” “believes,” “intends,” “estimates,”
“plans” and similar expressions. Although the management of Trinity
Industries, Inc. and Quixote Corporation believe that the
expectations reflected in such forward-looking statements are
reasonable, investors are cautioned that forward-looking
information and statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally
beyond the control of either Trinity Industries, Inc. or Quixote
Corporation, that could cause actual results and developments to
differ materially from those expressed in, or implied or projected
by, the forward-looking information and statements. These risks and
uncertainties include among other things, the uncertainties
inherent in market conditions and product development as well as
those discussed or identified in the public filings with the SEC
made by Trinity Industries, Inc. and Quixote Corporation, including
those listed under “Risk Factors” and “Cautionary Statement
Regarding Forward-Looking Statements” in Trinity Industries, Inc.’s
Annual Report on Form 10-K for the year ended December 31, 2008 and
in Quixote Corporation’s Annual Report on Form 10-K for the year
ended June 30, 2009. Other than as required by applicable law,
Trinity Industries, Inc. and Quixote Corporation do not undertake
any obligation to update or revise any forward-looking information
or statements.
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