- Leading Proxy Advisory Firms ISS and
Glass Lewis Recommend Shareholders Vote to Approve the Crestview
Transaction
- Coliseum Abandoned its Solicitation, So
There Will Be No Gold Proxy Card
- Crestview’s $2.58 Per Cash Offer
Provides Immediate Value to Accuride Shareholders at a Significant
Premium
- The Crestview Transaction is the Best
Option Available to Maximize Shareholder Value
Accuride Corporation (NYSE:ACW) (“Accuride” or the “Company”) –
a leading supplier of components to the North American and European
commercial vehicle industries – today announced that it is mailing
a letter to shareholders in connection with the Company’s Special
Meeting of Shareholders regarding the proposed transaction for
Accuride to be acquired by affiliates of Crestview Partners
(“Crestview”).
Accuride’s Board of Directors urges the Company’s shareholders
to vote FOR Crestview’s
value-creating, significant premium all-cash transaction on the
WHITE proxy card today.
The Special Meeting is quickly approaching. It is important that
all shareholders vote as soon as possible – no matter how many or
how few shares they own. Since the time is short, shareholders are
encouraged to vote by telephone or Internet, if available,
according to the instructions on the WHITE proxy card.
Voting by telephone or the Internet is the best way to ensure their
votes will be counted.
The full text of the letter follows:
THE ACCURIDE SPECIAL MEETING IS ONLY DAYS
AWAY
VOTE “FOR” THE CRESTVIEW TRANSACTION ON THE
ENCLOSED PROXY CARD TODAY
November 4, 2016
Dear Accuride Shareholder,
In just a few days, on November 15, 2016,
Accuride will hold its Special Meeting of Shareholders to
vote on the proposed transaction with Crestview Partners
(“Crestview”).
INDEPENDENT PROXY ADVISORY FIRMS ISS AND
GLASS LEWIS AGREE:
RECOMMEND SHAREHOLDERS VOTE TO APPROVE THE
CRESTVIEW TRANSACTION
In their recent November reports, ISS and Glass Lewis, leading
independent proxy advisory firms, both
recommended that shareholders vote “FOR” the proposed
Crestview transaction. We are pleased that ISS and Glass Lewis
support the proposed Crestview transaction and recognize the
significant and immediate value that Crestview’s all-cash $2.58 per
share offer provides Accuride shareholders. In its November 2, 2016
report, ISS stated, among other things1:
“A vote FOR the proposed transaction is warranted based on the
55.4 percent premium to ACW's unaffected price; the robust sale
process; the high indebtedness of 4.3x net debt/NTM EBITDA, which
could impact renegotiation of the company's 2018 debt maturities;
the fact that the offer implies a 6.3x EV/NTM EBITDA multiple (10
percent above the company's 5-year historical median); and the
apparent lack of an asymmetric upside potential if the company
remains standalone.”
Vote on the enclosed proxy card TODAY!
COLISEUM ABANDONED ITS SOLICITATION -
THERE WILL BE NO GOLD CARD
Coliseum Capital Management, LLC (“Coliseum”) had earlier voiced
its opposition to the Crestview transaction and said it was going
to solicit proxies from Accuride’s shareholders by asking them to
vote a Gold card. However, on October 27, 2016, Coliseum abandoned
its solicitation and announced that it would not be soliciting
proxies – there will be no Gold Card. Coliseum has never offered
an alternative proposal to the Accuride Board, despite being
given multiple opportunities to do so.
CRESTVIEW’S $2.58 PER SHARE CASH OFFER
PROVIDES IMMEDIATE VALUE
AT A SIGNIFICANT PREMIUM
In the midst of a sector downturn expected to extend into 2017,
which has already caused Accuride to lower its 2016 full-year
guidance, Crestview’s $2.58 per share offer represents a
significant premium to Accuride’s pre-announcement stock price,
as you can see below:
Metric Implied premium
Pre-announcement price2
$1.66 55.40%
52-week low3
$0.77 233.10%
We’re concerned that, if the Crestview Transaction is not
approved, Accuride’s share price could decline substantially
from pre-announcement levels. PROTECT THE VALUE OF YOUR
INVESTMENT BY VOTING “FOR” THE CRESTVIEW TRANSACTION TODAY!
THE CRESTVIEW TRANSACTION IS THE BEST OPTION
AVAILABLE TO MAXIMIZE SHAREHOLDER VALUE
For over a year, Accuride’s Board conducted a thorough strategic
review process during which it thoughtfully considered strategic
alternatives available to Accuride. This process culminated in
Crestview’s $2.58 per share all cash offer. The Company then
undertook an extensive 35 day “go shop” process to solicit
alternative proposals from strategic parties and financial
sponsors. The Company did not receive any alternative proposal
to Crestview’s $2.58 all-cash offer.
Your Board, ISS, and Glass Lewis all agree that Accuride
shareholders should vote to approve the Crestview transaction.
You will not be receiving any proxy card from Coliseum.
Don’t wait – vote “FOR” the Crestview transaction on the
enclosed proxy card today.
Sincerely,
John W. Risner
Chairman
&
Richard F. Dauch
President and Chief Executive Officer
If you have questions or need assistance
voting your shares please contact:
Georgeson LLC1290 Avenue of the
Americas, 9th FloorNew York, NY 10104
Shareholders call toll-free: (800) 676-0281
About Accuride Corporation
With headquarters in Evansville, Ind., USA, Accuride Corporation
is a leading supplier of components to the North American and
European commercial vehicle industries. The Company’s products
include commercial vehicle wheels and wheel-end components and
assemblies. The company’s products are marketed under its brand
names, which include Accuride®, Accuride Wheel End Solutions™,
Gunite® and Gianetti Ruote™. Accuride’s common stock trades on the
New York Stock Exchange under the ticker symbol ACW. For more
information: www.AccurideCorp.com.
Additional Information About the Acquisition and Where to
Find It
In connection with the proposed merger contemplated by the
Agreement and Plan of Merger, dated September 2, 2016, by and among
Accuride, Armor Parent Corp. and Armor Merger Sub Corp. (such
transaction, the “proposed transaction” and such agreement, the
“Merger Agreement”), on October 17, 2016, Accuride filed with the
Securities and Exchange Commission (the “SEC”) and sent to its
stockholders a definitive proxy statement. INVESTORS OF ACCURIDE
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT ACCURIDE, ARMOR PARENT CORP., ARMOR
MERGER SUB CORP. AND THE PROPOSED TRANSACTION. Investors may obtain
a free copy of these materials and other documents filed by
Accuride with the SEC at the SEC’s website at www.sec.gov, at
Accuride’s website at www.accuridecorp.com or by sending a written
request to Accuride at 7140 Office Circle, Evansville, Indiana
47715, Attention: General Counsel and Corporate Secretary.
Participants in the Solicitation
Accuride and its directors, executive officers and certain other
members of management and employees may be deemed to be
participants in soliciting proxies from its stockholders in
connection with the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of Accuride’s stockholders in
connection with the proposed transaction, as well as any direct or
indirect interests such persons may have in the proposed
transaction, is set forth in the definitive proxy statement for
Accuride’s 2016 Annual Meeting of Stockholders and the definitive
proxy statement filed in connection with the proposed
transaction.
Forward-Looking Statements
Certain statements contained in this document may be considered
forward-looking statements within the meaning of the U.S.
securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, including statements regarding the proposed
transaction and the ability to consummate the proposed transaction.
These forward-looking statements generally include statements that
are predictive in nature and depend upon or refer to future events
or conditions, and include words such as “believes,” “plans,”
“anticipates,” “projects,” “estimates,” “expects,” “intends,”
“strategy,” “future,” “opportunity,” “may,” “will,” “should,”
“could,” “potential” or similar expressions. Statements that are
not historical facts are forward-looking statements.
Forward-looking statements are based on current beliefs and
assumptions that are subject to risks and uncertainties. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they are made. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: (1) Accuride may be unable to obtain
shareholder approval for the proposed transaction; (2) the
conditions to the closing of the proposed transaction may not be
satisfied and required regulatory approvals may not be obtained;
(3) the proposed transaction may involve unexpected costs,
liabilities or delays; (4) the business of Accuride may suffer as a
result of uncertainty surrounding the proposed transaction; (5) the
outcome of any legal proceedings related to the proposed
transaction; (6) Accuride may be adversely affected by other
economic, business, legislative, regulatory and/or competitive
factors; (7) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement; (8) risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the proposed transaction; (9) the failure
by Armor Parent Corp. or Armor Merger Sub Corp. to obtain the
necessary debt and equity financing arrangements set forth in the
commitment letters received in connection with the proposed
transaction; and (10) other risks to consummation of the proposed
transaction, including the risk that the proposed transaction will
not be consummated within the expected time period or at all. If
the proposed transaction is consummated, Accuride’s shareholders
will cease to have any equity interest in Accuride and will have no
right to participate in its earnings and future growth. The
foregoing review of important factors that could cause actual
results to differ from expectations should not be construed as
exhaustive and should be read in conjunction with statements that
are included herein and elsewhere, including the Accuride’s filings
with the SEC, including its Annual Report on Form 10-K for the year
ended December 31, 2015, the definitive proxy statement for its
2016 Annual Meeting of Stockholders, the definitive proxy statement
filed in connection with the proposed transaction and recent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
filed with the SEC, which are available on the SEC’s website
at www.sec.gov. Except as required by applicable law, Accuride
undertakes no obligation to update any forward-looking statement,
or to make any other forward-looking statements, whether as a
result of new information, future events or otherwise. Accuride
does not intend, and assumes no obligation, to update any
forward-looking statements. Accuride’s filings with the SEC,
including its Annual Report on Form 10-K for the year ended
December 31, 2015, the definitive proxy statement for its 2016
Annual Meeting of Stockholders, the definitive proxy statement
filed in connection with the proposed transaction and recent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
filed with the SEC, are available on the SEC’s website
at www.sec.gov.
1 Permission to use quotes neither sought nor obtained.
2 Premium to day prior to announcement on September 1, 2016.
3 February 2, 2016.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161104005160/en/
AccurideMedia RelationsTimothy G. Weir,
APR, (812) 962-5128Director of Public Affairs, Communications
& Marketingtweir@accuridecorp.comorInvestor
RelationsTodd Taylor, (812) 962-5105Vice President and
Treasurerttaylor@accuridecorp.comorJoele Frank, Wilkinson
Brimmer KatcherDan Katcher, Jim Golden or Priscila
Roney(212) 355-4449
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