FORT WORTH, Texas, June 7 /PRNewswire-FirstCall/ -- AZZ incorporated
("AZZ") (NYSE: AZZ), a manufacturer of electrical products and a
provider of galvanizing services, announced today that it has
extended the expiration date of the tender offer by its affiliate,
Big Kettle Merger Sub, Inc., for all outstanding common shares of
North American Galvanizing & Coatings, Inc. ("NGA") (Nasdaq:
NGA). The offer and withdrawal rights described in the Offer to
Purchase dated May 7, 2010 have been
extended and will now expire at 5:00
p.m., Central Daylight Saving Time, on June 14, 2010, unless the offer is further
extended or earlier terminated. The tender offer had been
previously scheduled to expire at 5:00
p.m., Central Daylight Saving Time, on June 7, 2010.
AZZ also announced the settlement of the purported class action
lawsuits filed in the Court of Chancery in the State of Delaware and in the respective
District Courts of Rogers and
Tulsa Counties in the State of Oklahoma related to the proposed
acquisition of NGA. Under the terms of the settlement, among other
things, AZZ and NGA have agreed to make certain additional
information available to NGA stockholders. AZZ, NGA and all of the
other defendants specifically deny all the allegations made in the
lawsuits and the memorandum of understanding entered into for the
settlement contains no admission of wrongdoing. The settlement is
conditioned upon, among other things, confirmatory discovery by the
plaintiffs, negotiation of a final stipulation of settlement and
receipt of final required court approvals. The complete terms and
conditions of the settlement are set forth in the memorandum of
understanding, a copy of which has been filed by AZZ and NGA with
the SEC.
Based on information received from Computershare Trust Company,
N.A., the depositary for the tender offer, as of 5:00 p.m. New York
City time on Monday, June 7,
2010, 12,256,304 shares of NGA common stock, which
constitutes approximately 73% of the issued and outstanding NGA
common stock, had been tendered in and not withdrawn from the
tender offer. Stockholders who have already tendered their shares
do not have to re-tender their shares or take any other action as a
result of the extension of the expiration date.
Important Information About the Tender Offer
This communication is neither an offer to purchase nor
solicitation of an offer to sell securities. The tender offer is
being made subject to a Tender Offer Statement on Schedule TO
(including the Offer to Purchase, the related Letter of Transmittal
and other tender offer materials) filed by Big Kettle Merger Sub,
Inc., an affiliate of AZZ, and AZZ on May 7,
2010 for the outstanding shares of NGA's common stock. NGA
filed a Solicitation/Recommendation Statement with respect to the
tender offer on Schedule 14D-9 on May 7,
2010. Both the Schedule TO, the Offer to Purchase and the
Schedule 14D-9 were subsequently amended and supplemented on
June 7, 2010. These materials, as
they may be amended from time to time, contain important
information, including the terms and conditions of the offer and
the recommendation of the tender offer by NGA's Board of Directors,
that should be read carefully before any decision is made with
respect to the tender offer. These materials have been made
available to NGA's stockholders for free and may be obtained at no
charge upon request to Georgeson Inc., the information agent for
the tender offer at (866) 856-0524 (toll free). In addition, all of
those materials (and all other offer documents filed with the SEC)
are available for free on the SEC's website: www.sec.gov.
About North American Galvanizing & Coatings, Inc.
(NASDAQ: NGA)
North American Galvanizing & Coatings, Inc. is a leading
provider of corrosion protection for iron and steel components
fabricated by its customers. NGA's galvanizing and coating
operations are composed of eleven facilities located in
Colorado, Kentucky, Missouri, Ohio, Oklahoma, Tennessee, Texas and West
Virginia. These facilities operate galvanizing kettles
ranging in length from 16 feet to 62 feet and have lifting
capacities ranging from 12,000 pounds to 40,000 pounds. For more
information about NGA, visit www.nagalv.com.
About AZZ incorporated (NYSE: AZZ)
AZZ incorporated is a specialty electrical equipment
manufacturer serving the global markets of industrial, power
generation, transmission and distributions, as well as a leading
provider of hot dip galvanizing services to the steel fabrication
market nationwide.
Safe Harbor Statement
Certain statements contained in this press release about our
expectations of future events or results constitute forward-looking
statements for purposes of the safe harbor provisions of The
Private Securities Litigation Reform Act of 1995. You can identify
forward-looking statements by terminology such as, "may," "should,"
"expects, " "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," "continue," or the negative of these terms
or other comparable terminology. Such forward-looking statements
are based on currently available competitive, financial and
economic data and management's views and assumptions regarding
future events. Such forward-looking statements are inherently
uncertain, and investors must recognize that actual results may
differ from those expressed or implied in the forward-looking
statements. In addition, certain factors could affect the outcome
of the matters described in this press release. These factors
include, but are not limited to, (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Agreement and Plan of Merger by and among AZZ,
Big Kettle Merger Sub, Inc. and NGA, dated as of March 31, 2010 (the "Merger Agreement"), (2) the
outcome of any legal proceedings that may be instituted against us
or others regarding the Merger Agreement, (3) the inability to
complete the tender offer or the merger due to the failure to
satisfy other conditions, (4) risks that the proposed transaction
disrupts current plans and operations, and (5) the costs, fees and
expenses related to the transaction. In addition, this release may
contain forward-looking statements that involve risks and
uncertainties including, but not limited to, changes in customer
demand and response to products and services offered by AZZ or NGA,
including demand by the electrical power generation markets,
electrical transmission and distribution markets, the industrial
markets, and the hot dip galvanizing markets; prices and raw
material cost, including zinc and natural gas which are used in the
hot dip galvanizing process; changes in the economic conditions of
the various markets that AZZ or NGA serve, foreign and domestic,
customer request delays of shipments, acquisition opportunities,
adequacy of financing, and availability of experienced management
employees to implement AZZ's growth strategy. AZZ has provided
additional information regarding risks associated with the business
in AZZ's Annual Report on Form 10-K for the fiscal year ended
February 28, 2010 and other filings
with the SEC, available for viewing on AZZ's website at www.azz.com
and on the SEC's website at www.sec.gov. You are urged to consider
these factors carefully in evaluating the forward-looking
statements herein and are cautioned not to place undue reliance on
such forward-looking statements, which are qualified in their
entirety by this cautionary statement. These statements are based
on information as of the date of this press release and AZZ assumes
no obligation to update any forward-looking statements, whether as
a result of new information, future events, or otherwise.
Contact:
|
Dana Perry, Senior Vice President – Finance and
CFO
|
|
|
AZZ incorporated 817-810-0095
|
|
|
Internet: www.azz.com
|
|
|
|
|
|
Lytham Partners 602-889-9700
|
|
|
Joe Dorame or Robert Blum
|
|
|
Internet: www.lythampartners.com
|
|
|
|
SOURCE AZZ incorporated