Imperial Industries, Inc. Announces It Has Entered Into a Merger Agreement With Q.E.P. Co., Inc. to Purchase 100% of Its Common
July 31 2012 - 8:30AM
Imperial Industries, Inc. (OTC:IPII) (the "Company") announced
today that the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Q.E.P. Co., Inc. ("QEPC.PK"), a
worldwide manufacturer, marketer and distributor of hardwood
flooring, flooring installation tools, adhesives and flooring
related products, providing for the merger of a subsidiary of QEP
with and into the Company (the "Merger"), with the Company
surviving the Merger as a wholly-owned subsidiary of QEP. Pursuant
to the terms and conditions of the Merger Agreement, each share of
the common stock of the Company issued and outstanding immediately
prior to the effective time of the Merger will be converted into
the right to receive $.30 in cash.
The Company's Board of Directors approved the Merger Agreement
and resolved to recommend that the Company's stockholders vote to
adopt the Merger Agreement. The proposed Merger is subject to a
number of customary closing conditions, including obtaining
approval from the holders of a majority of the Company's
outstanding shares of common stock at a Company stockholder meeting
to be held. The Company will call a special meeting of its
stockholders from the purpose of voting on the Merger as soon as
practical, which is expected to be held in October 2012. There can
be no assurance that the Company will obtain a majority shareholder
vote to consummate the Merger, or that the Merger Agreement will be
terminated due to certain termination rights of the parties.
For more information, please refer to the Company's Form 8-K
regarding the Merger Agreement which is being filed with the
Securities and Exchange Commission on July 31, 2012 and which will
be available on the Company's website www.imperialindustries.com
shortly thereafter.
Imperial Industries, Inc., through its subsidiary,
Premix-Marbletite Manufacturing Co. is engaged in the manufacture
and distribution of pool, stucco, plaster and roofing products to
building materials dealers, contractors and others and sells
products primarily in the State of Florida and to a lesser extent
the rest of the Southeastern United States and the Caribbean, with
facilities in the State of Florida. See our website at
www.imperialindustries.com for more information about the
Company.
The Imperial Industries, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=3041
Q.E.P. Co., Inc. is a leading worldwide manufacturer, marketer
and distributor of a comprehensive line of hardwood flooring,
flooring installation tools, adhesives and flooring related
products targeted for the professional installer as well as the
do-it-yourselfer. Under brand names including QEP ® , ROBERTS ®,
Capital ®, Harris ® Wood, Vitrex ®, PRCI ®, BRUTUS ®, Porta-Nailer
® and Elastiment ®, the Company markets over 3,000 flooring and
flooring related products. In addition to a complete hardwood
flooring line, QEP products are used primarily for surface
preparation and installation of wood, laminate, ceramic tile,
carpet and vinyl flooring. The Company sells its products to home
improvement retail centers and specialty distribution outlets in 50
states and throughout the world.
The statements in this press release contain certain
forward-looking statements, which are subject to risks and
uncertainties. Such statements, including those regarding, among
other things, the success of the Company's sales and marketing
efforts, improvements in productivity, the Company's strategy and
future prospects, the consummation of the Merger and the timing
thereof, are dependent on a number of factors, including changes in
economic, business, and competitive market conditions, availability
of financing, the Company's ability to obtain stockholder approval
of the Merger, only some of which are within the Company's control.
Actual results could differ materially from those currently
anticipated due to a number of factors, including those set forth
in the Company's Securities and Exchange Commission filings under
"Risk Factors." The Company assumes no obligation to update
forward-looking information to reflect actual results, changes in
assumptions or changes in other factors affecting forward-looking
information. A more detailed discussion of risks attendant to the
forward-looking statements included in this press release are set
forth in the "Forward-Looking Statements and Risk Factors" sections
of the Company's Annual Report on Form 10-K for the year ended
December 31, 2011, filed with the Securities and Exchange
Commission ("SEC"), and in other reports already filed with the
SEC.
CONTACT: 954-917-4114
HOWARD L. EHLER, JR.
CHIEF OPERATING OFFICER
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