Applica Incorporated (NYSE:APN) today announced that it has entered
into a definitive agreement with affiliates of Harbinger Capital
Partners Master Fund I, Ltd. and Harbinger Capital Partners Special
Situations Fund, L.P. (together, �Harbinger Capital Partners�)
under which Harbinger Capital Partners will acquire all outstanding
shares of Applica that it does not currently own for $6 per share
in cash. Harbinger Capital Partners is Applica�s largest
shareholder, with ownership of an aggregate of 9,830,800 shares or
approximately 40% of the common stock of Applica. The signing of
the definitive agreement follows the determination by Applica�s
Board of Directors that the Harbinger Capital Partners offer is
superior to the terms of Applica�s previous merger agreement with
NACCO Industries, Inc. and HB-PS Holding Company, Inc., a wholly
owned subsidiary of NACCO. Applica has terminated such merger
agreement in accordance with its terms. Harry D. Schulman,
Applica�s Chairman, President and Chief Executive Officer, said:
�We are pleased to reach agreement with Harbinger Capital Partners
on a transaction that allows our shareholders to realize immediate
liquidity and a substantial premium for their shares. We believe
that Applica will have a very bright future under Harbinger�s
ownership.� Philip A. Falcone, Senior Managing Director for
Harbinger Capital Partners, said: �Applica is an outstanding growth
platform in the small appliance industry with a world-class brand
portfolio, led by Black & Decker�. Through this transaction,
Applica will become a well-capitalized company, positioned to
pursue a wide range of important initiatives on a global basis that
we believe will enable us to grow the business, introduce
innovative new products, and lower costs. We look forward to
completing the transaction in a timely manner, and taking an active
role in further strengthening the business for the benefit of
consumers, retailers and Applica�s other business partners.� The
transaction is not subject to any financing condition. Completion
of the transaction, which is expected to occur in the first quarter
of 2007, is subject to approval by Applica�s shareholders and to
regulatory approvals and other customary closing conditions.
Applica�s financial advisor is Banc of America Securities LLC and
its legal advisor is Greenberg Traurig, P.A. Harbinger Capital
Partners� financial advisor with respect to this transaction is
Lazard Fr�res & Co. LLC and its legal advisor is Paul, Weiss,
Rifkind, Wharton & Garrison LLP. About Applica Incorporated:
Applica and its subsidiaries are marketers and distributors of a
broad range of branded and private-label small household
appliances. Applica markets and distributes kitchen products, home
products, pest control products, pet care products and personal
care products. Applica markets products under licensed brand names,
such as Black & Decker�; its own brand names, such as
Windmere�, LitterMaid�, Belson� and Applica�; and other
private-label brand names. Applica's customers include mass
merchandisers, specialty retailers and appliance distributors
primarily in North America, Mexico, Latin America and the
Caribbean. Additional information about Applica is available at
www.applicainc.com. About Harbinger Capital Partners: The Harbinger
Capital Partners investment team located in New York City manages
in excess of $4 billion in capital through two complementary
strategies. Harbinger Capital Partners Master Fund I, Ltd. is
focused on restructurings, liquidations, event-driven situations,
turnarounds and capital structure arbitrage, including both long
and short positions in highly leveraged and financially distressed
companies. Harbinger Capital Partners Special Situations Fund, L.P.
is focused on distressed debt securities, special situation
equities and private loans/notes in a predominantly long-only
strategy. The statements contained in this news release that are
not historical facts are �forward-looking statements� within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are made subject to certain risks
and uncertainties, which could cause actual results to differ
materially from those presented in these forward-looking
statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. Applica undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that
arise after the date hereof. Among the factors that could cause
plans, actions and results to differ materially from current
expectations are, without limitation: the ability to obtain
governmental approvals of the merger on the proposed terms and
schedule; the failure to obtain approval of the merger from Applica
shareholders; disruption from the merger making it more difficult
to maintain relationships with customers, employees or suppliers;
claims by NACCO Industries, Inc. and HB-PS Holding Company, Inc.
related to the termination of their merger agreement with Applica;
changes in the sales prices, product mix or levels of consumer
purchases of small household appliances; bankruptcy of or loss of
major retail customers or suppliers; changes in costs, including
transportation costs, of raw materials, key component parts or
sourced products; fluctuation of the Chinese currency; delays in
delivery or the unavailability of raw materials, key component
parts or sourced products; changes in suppliers; exchange rate
fluctuations, changes in the foreign import tariffs and monetary
policies, and other changes in the regulatory climate in the
foreign countries in which Applica buys, operates and/or sell
products; product liability, regulatory actions or other
litigation, warranty claims or returns of products; customer
acceptance of changes in costs of, or delays in the development of
new products; increased competition, including consolidation within
the industry; and other risks and uncertainties detailed from time
to time in Applica�s Securities and Exchange Commission (�SEC�)
filings. In connection with the proposed transaction, Applica
intends to file a proxy statement with the SEC. Investors and
security holders are urged to read the proxy statement when it
becomes available and any other relevant documents to be filed with
the SEC in connection with the proposed transaction because they
will contain important information about Applica, the proposed
transaction and related matters. The final proxy statement will be
mailed to Applica shareholders. Investors and security holders will
be able to obtain free copies of these documents when they become
available through the website maintained by the SEC at www.sec.gov.
In addition, the documents filed with the SEC may be obtained free
of charge by directing such requests to Applica Incorporated, 3633
Flamingo Road, Miramar, Florida 33027, Attention: Investor
Relations ((954) 883-1000), or from Applica Incorporated�s website
at www.applicainc.com. Applica Incorporated and its directors,
executive officers and certain other members of Applica management
may be deemed to be participants in the solicitation of proxies
from Applica shareholders with respect to the proposed transaction.
Information regarding the interests of these officers and directors
in the proposed transaction will be included in the proxy statement
to be filed with the SEC. In addition, information about Applica�s
directors, executive officers and members of management is
contained in Applica�s most recent proxy statement and annual
report on Form 10-K, which are available on Applica�s website and
at www.sec.gov. Black & Decker� is a trademark of The Black
& Decker Corporation, Towson, Maryland. Applica Incorporated
(NYSE:APN) today announced that it has entered into a definitive
agreement with affiliates of Harbinger Capital Partners Master Fund
I, Ltd. and Harbinger Capital Partners Special Situations Fund,
L.P. (together, "Harbinger Capital Partners") under which Harbinger
Capital Partners will acquire all outstanding shares of Applica
that it does not currently own for $6 per share in cash. Harbinger
Capital Partners is Applica's largest shareholder, with ownership
of an aggregate of 9,830,800 shares or approximately 40% of the
common stock of Applica. The signing of the definitive agreement
follows the determination by Applica's Board of Directors that the
Harbinger Capital Partners offer is superior to the terms of
Applica's previous merger agreement with NACCO Industries, Inc. and
HB-PS Holding Company, Inc., a wholly owned subsidiary of NACCO.
Applica has terminated such merger agreement in accordance with its
terms. Harry D. Schulman, Applica's Chairman, President and Chief
Executive Officer, said: "We are pleased to reach agreement with
Harbinger Capital Partners on a transaction that allows our
shareholders to realize immediate liquidity and a substantial
premium for their shares. We believe that Applica will have a very
bright future under Harbinger's ownership." Philip A. Falcone,
Senior Managing Director for Harbinger Capital Partners, said:
"Applica is an outstanding growth platform in the small appliance
industry with a world-class brand portfolio, led by Black &
Decker(R). Through this transaction, Applica will become a
well-capitalized company, positioned to pursue a wide range of
important initiatives on a global basis that we believe will enable
us to grow the business, introduce innovative new products, and
lower costs. We look forward to completing the transaction in a
timely manner, and taking an active role in further strengthening
the business for the benefit of consumers, retailers and Applica's
other business partners." The transaction is not subject to any
financing condition. Completion of the transaction, which is
expected to occur in the first quarter of 2007, is subject to
approval by Applica's shareholders and to regulatory approvals and
other customary closing conditions. Applica's financial advisor is
Banc of America Securities LLC and its legal advisor is Greenberg
Traurig, P.A. Harbinger Capital Partners' financial advisor with
respect to this transaction is Lazard Freres & Co. LLC and its
legal advisor is Paul, Weiss, Rifkind, Wharton & Garrison LLP.
About Applica Incorporated: Applica and its subsidiaries are
marketers and distributors of a broad range of branded and
private-label small household appliances. Applica markets and
distributes kitchen products, home products, pest control products,
pet care products and personal care products. Applica markets
products under licensed brand names, such as Black & Decker(R);
its own brand names, such as Windmere(R), LitterMaid(R), Belson(R)
and Applica(R); and other private-label brand names. Applica's
customers include mass merchandisers, specialty retailers and
appliance distributors primarily in North America, Mexico, Latin
America and the Caribbean. Additional information about Applica is
available at www.applicainc.com. About Harbinger Capital Partners:
The Harbinger Capital Partners investment team located in New York
City manages in excess of $4 billion in capital through two
complementary strategies. Harbinger Capital Partners Master Fund I,
Ltd. is focused on restructurings, liquidations, event-driven
situations, turnarounds and capital structure arbitrage, including
both long and short positions in highly leveraged and financially
distressed companies. Harbinger Capital Partners Special Situations
Fund, L.P. is focused on distressed debt securities, special
situation equities and private loans/notes in a predominantly
long-only strategy. The statements contained in this news release
that are not historical facts are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements are made subject to
certain risks and uncertainties, which could cause actual results
to differ materially from those presented in these forward-looking
statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. Applica undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that
arise after the date hereof. Among the factors that could cause
plans, actions and results to differ materially from current
expectations are, without limitation: -- the ability to obtain
governmental approvals of the merger on the proposed terms and
schedule; -- the failure to obtain approval of the merger from
Applica shareholders; -- disruption from the merger making it more
difficult to maintain relationships with customers, employees or
suppliers; -- claims by NACCO Industries, Inc. and HB-PS Holding
Company, Inc. related to the termination of their merger agreement
with Applica; -- changes in the sales prices, product mix or levels
of consumer purchases of small household appliances; -- bankruptcy
of or loss of major retail customers or suppliers; -- changes in
costs, including transportation costs, of raw materials, key
component parts or sourced products; -- fluctuation of the Chinese
currency; -- delays in delivery or the unavailability of raw
materials, key component parts or sourced products; -- changes in
suppliers; -- exchange rate fluctuations, changes in the foreign
import tariffs and monetary policies, and other changes in the
regulatory climate in the foreign countries in which Applica buys,
operates and/or sell products; -- product liability, regulatory
actions or other litigation, warranty claims or returns of
products; -- customer acceptance of changes in costs of, or delays
in the development of new products; -- increased competition,
including consolidation within the industry; and -- other risks and
uncertainties detailed from time to time in Applica's Securities
and Exchange Commission ("SEC") filings. In connection with the
proposed transaction, Applica intends to file a proxy statement
with the SEC. Investors and security holders are urged to read the
proxy statement when it becomes available and any other relevant
documents to be filed with the SEC in connection with the proposed
transaction because they will contain important information about
Applica, the proposed transaction and related matters. The final
proxy statement will be mailed to Applica shareholders. Investors
and security holders will be able to obtain free copies of these
documents when they become available through the website maintained
by the SEC at www.sec.gov. In addition, the documents filed with
the SEC may be obtained free of charge by directing such requests
to Applica Incorporated, 3633 Flamingo Road, Miramar, Florida
33027, Attention: Investor Relations ((954) 883-1000), or from
Applica Incorporated's website at www.applicainc.com. Applica
Incorporated and its directors, executive officers and certain
other members of Applica management may be deemed to be
participants in the solicitation of proxies from Applica
shareholders with respect to the proposed transaction. Information
regarding the interests of these officers and directors in the
proposed transaction will be included in the proxy statement to be
filed with the SEC. In addition, information about Applica's
directors, executive officers and members of management is
contained in Applica's most recent proxy statement and annual
report on Form 10-K, which are available on Applica's website and
at www.sec.gov. Black & Decker(R) is a trademark of The Black
& Decker Corporation, Towson, Maryland.
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