TRC Shareholders to Receive $7.20 Per
Share In Cash In $51.5 Million Transaction
Addition of TRC Power Management and Storage
Business Will Broaden Coleman Product Portfolio
Acquisition Will Deliver Increased Scale to
Enhance Coleman's Long-Term Growth
Coleman Cable, Inc. (Nasdaq:CCIX) ("Coleman"), a leading
manufacturer and innovator of electrical and electronic wire and
cable products, and Technology Research Corporation (Nasdaq:TRCI)
("TRC"), a recognized leader in providing cost-effective engineered
solutions for applications involving power management and control,
intelligent battery systems technology and electrical safety
products, today announced a definitive merger agreement.
Under the terms of the agreement, Coleman will acquire all of
the outstanding shares of TRC for $7.20 per share in cash, in a
transaction valued at approximately $51.5 million on a fully
diluted basis. The cash consideration represents a premium of
approximately 84.6 percent to TRC's closing share price on January
14, 2011, the last trading day before TRC announced its receipt of
Coleman's indication of interest. The transaction will be
funded with Coleman's cash on hand and existing borrowing
facilities, and is not subject to any financing condition.
The agreement has been unanimously approved by the Boards of
Directors of both companies. The Board of Directors of TRC
recommends that TRC shareholders tender their shares in the tender
offer contemplated by the merger agreement. Coleman owns 323,710
TRC shares, or approximately 4.9% of TRC's outstanding shares.
"TRC is an exceptional company with markets and products that
are well-aligned with our business," said Gary Yetman, President
and Chief Executive Officer of Coleman. "With the addition of
TRC's power management and storage business, we will further
diversify our portfolio to provide a wider range of electrical
solutions to benefit our customers. We firmly believe this
transaction will deliver meaningful value to Coleman shareholders
while providing additional opportunities for employees of the
combined company. We have enjoyed working with the TRC
management team to reach agreement on a mutually beneficial
transaction and anticipate a seamless integration for all of the
combined company's stakeholders."
Raymond Malpocher, TRC's lead independent Director stated "We
are excited to have TRC join a long-standing partner and industry
leader. This merger will allow TRC to leverage its technology
in power management and power storage with Coleman's broad
marketing and distribution capabilities, enhancing the growth
prospects of the entire enterprise. This merger represents an
excellent opportunity for our shareholders, customers, and
employees."
Under the terms of the agreement, it is anticipated that Coleman
will commence a tender offer for all of the outstanding shares of
TRC on April 11, 2011. The tender offer will not be closed
until the conclusion of the "go shop" period described
below. If the first step tender offer is successfully
completed, Coleman will acquire any of the TRC common shares not
tendered in the tender offer through a second step merger
transaction in which the remaining shares of TRC are converted into
a right to receive the same consideration per share as paid in the
tender offer.
TRC has exempted the transactions contemplated by the merger
agreement from its shareholder rights plan adopted on January 18,
2011. The tender offer transaction, which is subject to
customary closing conditions, is expected to close within 45 to 60
days in the absence of a superior proposal.
As contemplated by the merger agreement, TRC, with the
assistance of its independent advisors, will solicit superior
proposals from third parties during the next 45 days. TRC does
not anticipate disclosing any developments regarding this process
unless and until its Board of Directors makes a decision with
respect to a potential superior proposal. There is no
assurance that this process will result in a superior
proposal. Coleman will terminate its tender offer if TRC
accepts a superior proposal and terminates the merger agreement in
accordance with its terms.
Advisors
William Blair & Company, LLC is acting as financial advisor,
Winston & Strawn LLP is acting as legal advisor and Gunster is
acting as Florida counsel to Coleman. Hyde Park Capital is
acting as financial advisor and Hill, Ward & Henderson, P.A. is
acting as legal advisor to TRC. Houlihan Lokey also provided
financial advice to TRC's Board of Directors with respect to the
transaction.
About Coleman Cable, Inc.
Coleman Cable, Inc. is a leading manufacturer and innovator of
electrical and electronic wire and cable products for the security,
sound, telecommunications, electrical, commercial, industrial, and
automotive industries. With extensive design and production
capabilities and a long-standing dedication to customer service,
Coleman Cable, Inc. is the preferred choice of cable and wire users
throughout the United States. For more information, please
visit www.colemancable.com.
About Technology Research Corporation
Technology Research Corporation is a recognized leader in
providing cost-effective engineered solutions for applications
involving power management and control, intelligent battery systems
technology and electrical safety products based on its proven
ground fault sensing and Fire Shield® technology. These products
are designed, manufactured and distributed to the consumer,
commercial and industrial markets worldwide. TRC also supplies
power monitors and control equipment to the United States Military
and its prime contractors. More information is available at
www.trci.net.
The Technology Research Corporation logo is
available at
http://www.globenewswire.com/newsroom/prs/?pkgid=6266 |
IMPORTANT INFORMATION ABOUT THE TENDER
OFFER
This press release is not an offer to purchase or a solicitation
of an offer to sell securities of TRC. The planned tender
offer by Coleman for all of the outstanding shares of common stock
of TRC has not been commenced. On commencement of the tender
offer, Coleman will mail to TRC shareholders an offer to purchase
and related materials and TRC will mail to its shareholders a
solicitation/recommendation statement with respect to the tender
offer. Coleman will file its offer to purchase with the
Securities and Exchange Commission (the "SEC") on Schedule TO, and
TRC will file its solicitation/recommendation statement with the
SEC on Schedule 14D-9. TRC shareholders are urged to read
these materials carefully when they become available, since they
will contain important information, including terms and conditions
of the offer. TRC shareholders may obtain a free copy of
these materials (when they become available) and other documents
filed by Coleman or TRC with the SEC at the website maintained by
the SEC at www.sec.gov. These materials also may be obtained
(when they become available) for free by contacting the information
agent for the tender offer (when one is selected).
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995 of TRC: Some of the statements in
this press release constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
and the Securities Exchange Act of 1934. These
statements are related to future events, other future financial
performance or business strategies, and may be identified by
terminology such as "may," "will," "should," "expects,"
"scheduled," "plans," "intends," "anticipates," "believes,"
"estimates," "potential," or "continue," or the negative of such
terms, or other comparable terminology. These statements
are only predictions and are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed in the forward-looking statements. In evaluating
these statements, you should specifically consider the factors
discussed in filings with the Securities and Exchange Commission,
including the annual report on Form 10-K for the year ended March
31, 2010, TRC's quarterly reports on Form 10-Q, and periodic
reports on Form 8-K. Do not rely on any forward-looking
statement, as TRC cannot predict or control many of the factors
that ultimately may affect its ability to achieve the results
estimated. TRC makes no promise to update any forward-looking
statement, whether as a result of changes in underlying factors,
new information, future events or otherwise.
CONTACT: For Coleman Cable, Inc.
Coleman Cable, Inc.
Richard N. Burger
Executive Vice President, Chief Financial Officer,
Secretary and Treasurer
(847) 672 -2300
Joele Frank, Wilkinson Brimmer Katcher
Steve Frankel / Tim Lynch
(212) 355-4449
DF King & Co., Inc.
Tom Long
(212) 493-6920
Toll Free
(800) 848-2998
For Technology Research Corporation
Technology Research Corporation
Robert D. Woltil
Chief Financial Officer
(727) 812-0551
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