GRAND PRAIRIE, Texas,
Nov. 30, 2011 /PRNewswire/
-- Litex Industries, Limited, today announced that it has
successfully completed its previously announced cash tender offer,
through its subsidiary Litex Acquisition #1, LLC ("Litex"), for all
of the outstanding shares of Craftmade International, Inc.
("Craftmade"; OTCQX: CRFT).
Litex's tender offer for US $4.25
per share was made on October 14,
2011 and expired at 5:00 P.M.,
New York City time, on
November 29, 2011. Upon such
expiration, Litex instructed BNY Mellon Shareowner Services, the
depositary for the tender offer, to release payment for such
tendered shares to each of the applicable stockholders. As a
result of such tender offer and its subsequent closing, 4,573,834
shares (approximately 79%) of Craftmade common stock were tendered
and then transferred to Litex. Together with the 826,393
shares (approximately 14%) of Craftmade common stock that Litex
already owned, Litex now holds 5,400,227 shares (approximately 93%)
of Craftmade common stock.
Litex, in accordance with Section 253 of the Delaware General
Corporation Law, now intends, as soon as practicable, to conduct a
short form merger between Craftmade and itself (the "Proposed
Merger"). As part of the Proposed Merger, any outstanding shares of
Craftmade common stock that were not tendered and transferred to
Litex as part of the tender offer will be converted into the right
to receive $4.25 per share, provided
the holders of such shares do not first properly exercise their
appraisal rights under Section 262 of the Delaware General
Corporation Law. Upon consummation of the Proposed Merger,
Craftmade will be a wholly-owned subsidiary of Litex Industries,
Limited.
Litex, on or around November, 30, 2011, will also notify OTC
Market Group, Inc. (formerly known as Pink OTC Markets, Inc.) of
its intention to withdraw Craftmade common stock from being traded
on OTCQX. Withdrawal of Craftmade's common stock from trading
on the OTCQX will become effective approximately 24 hours after
Litex's notification to OTC Market Group, Inc.
Litex Acquisition #1, LLC, a wholly owned subsidiary of Litex
Industries, Limited, offered to purchase for cash all of the
outstanding shares of common stock (including the associated Series
A Preferred stock purchase rights) of Craftmade International, Inc.
at a purchase price of $4.25 per
share. Such tender offer expired at 5:00 P.M., New York
City time, on November 29,
2011. Additional information about the transaction, including
the offering documents, is available at www.litexfans.com.
Stifel, Nicolaus & Company, Incorporated acted as dealer
manager, Greenberg Traurig, LLP as legal counsel, and Morrow &
Co., LLC as information agent in connection with the tender
offer.
About Litex
Litex, founded in 1980, is an importer of ceiling fans and
lighting fixtures ranging from classical to imaginative. Litex's
state-of-the-art manufacturing and distribution facilities, located
in Grand Prairie, Texas, combined
with its exceptional quality control standards plants Litex on the
cutting edge of the industry.
About Craftmade
Founded in 1985, Craftmade International, Inc. is engaged in the
design, manufacturing, distribution and marketing of a broad range
of home decor products, including proprietary ceiling fans,
lighting products and outdoor furniture. The Company
distributes its premium products through a network of independent
showrooms and mass retail customers through its headquarters and
distribution facility in Coppell,
Texas and manufacturing plant in Owosso, Michigan.
Additional Information
This announcement is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell Craftmade common stock. The tender offer was made
pursuant to a tender offer statement (including the Offer to
Purchase, Letter of Transmittal and other related tender offer
materials) previously provided to the stockholders of
Craftmade.
No assurance can be given that the proposed transaction
described herein will be consummated by Litex or completed on the
terms proposed or any particular schedule, that the proposed
transaction will not incur delays in obtaining the regulatory,
board or stockholder approvals required for such transaction, or
that Litex will realize the anticipated benefits of the proposed
transaction.
Any information regarding Craftmade International,
Inc. contained herein has been taken from, or is based upon,
publicly available information or information made available by
Craftmade for review by Litex. Although Litex does not have any
information that would indicate that any information contained
herein is inaccurate or incomplete, Litex does not undertake any
responsibility for the accuracy or completeness of such
information. Litex does not undertake, and specifically
disclaims, any obligation or responsibility to update or amend any
of the information above except as otherwise required by
law.
|
|
|
Litex Contact:
Litex Industries, Limited
Attn: John Mares, CFO
3401 West Trinity Blvd.
Grand Prairie, TX 75050
|
|
Investor Contact:
Morrow & Co., LLC
470 West Avenue
Stamford, CT 06902
Banks and Brokers Call: (203) 658-9400
All Others Please Call Toll‑Free: (800) 607-0088
|
SOURCE Litex Industries, Limited