Special Meeting of Applica's Shareholders to Reconvene on January 17, 2007
10 Gennaio 2007 - 8:06PM
Business Wire
Applica Incorporated (NYSE:APN) today announced that, as previously
planned and announced, its special meeting of shareholders
scheduled to be held at 11:00 a.m. Eastern Standard Time today to
vote on the merger agreement with affiliates of Harbinger Capital
Partners Master Fund I, Ltd. and Harbinger Capital Partners Special
Situations Fund, L.P. (together, �Harbinger Capital Partners�) was
convened and adjourned until 11:00 a.m. Eastern Standard Time on
January 17, 2007, without a vote on any proposal other than the
adjournment. The proposal to adopt the Harbinger Capital Partners
merger agreement, under which Harbinger Capital Partners would
acquire all outstanding shares of Applica that it does not
currently own for $7.75 per share in cash, without interest, will
be submitted to a vote of Applica�s shareholders at the reconvened
meeting at 11:00 a.m. Eastern Standard Time on January 17, 2007,
subject to any further adjournment. The record date for the
reconvened meeting will remain November 27, 2006. The decision to
adjourn the meeting followed an increase to $7.90 per share of the
price of the unsolicited tender offer to purchase all outstanding
shares of Applica's common stock that was commenced by Apex
Acquisition Corporation, a newly formed Florida corporation and an
indirect, wholly owned subsidiary of NACCO Industries, Inc. The
Applica board has not changed its recommendation that Applica
shareholders vote "FOR" the adoption of the merger agreement
between Applica and affiliates of Harbinger Capital Partners. The
amended NACCO offer is under review by Applica�s board of directors
and Applica will advise its shareholders of the results of that
review as soon as possible. Applica requests that its shareholders
defer making a determination whether to accept or reject such
amended NACCO offer until they have been advised of the Applica
board�s position. Shareholders may submit their proxies to vote
their shares on the proposals until 11:00 a.m. Eastern Standard
Time on January�17, 2007. In order to vote their shares in favor of
the Harbinger Capital Partners agreement, shareholders should
complete, date, sign and return the proxy card enclosed with the
previously distributed definitive proxy statement as soon as
possible. Shareholders who have any questions about the definitive
proxy statement, the proxy supplements thereto, the Schedule 14d-9
recommendation statement, the amendments thereto, the amended
merger agreement or the merger, or who need assistance with the
voting procedures, should contact Applica�s proxy solicitor,
Georgeson Inc., at 17 State Street, New York, New York 10004 or
call toll-free at (866) 857-2624. 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�. 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 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 with Harbinger Capital Partners, Applica has
filed a definitive proxy statement, proxy supplements, a
Schedule�14d-9 recommendation statement and amendments thereto with
the SEC. Investors and security holders are urged to read the
definitive proxy statement, the proxy supplements, the Schedule
14d-9 recommendation statement, the amendments thereto and any
other relevant documents filed with the SEC in connection with the
proposed transaction because they contain important information
about Applica, the proposed transaction with Harbinger Capital
Partners, the NACCO tender offer and related matters. The
definitive proxy statement, several proxy supplements, the
Schedule�14d-9 recommendation statement and several amendments
thereto have been mailed to Applica shareholders and a supplement
and an amended Schedule�14d-9 recommendation statement will be
mailed to Applica�s shareholders. Investors and security holders
may obtain free copies of these documents as 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 has been included in the proxy
statement 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.
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