Mity Enterprises (NASDAQ:MITY)
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MITY Enterprises, Inc. (NASDAQ:MITY) announced today that it has signed
an agreement to be acquired by means of a merger with an affiliate of
Sorenson Capital Partners, L.P. (Sorenson Capital) and Peterson Partners
LP (Peterson Partners). Under the terms of the merger agreement, the
holders of MITY common stock will receive $21.50 per share in cash for
their shares, which represents an approximate 9% premium above the May
2, 2007 closing price, an approximate 15% premium above the 120-trading
day moving average price and is higher than MITY's shares have ever
traded.
The board of directors of MITY has unanimously approved the merger
agreement, the merger and the transactions contemplated thereby, and
will also recommend approval by MITY’s
shareholders.
Completion of the transaction is subject to the affirmative vote of MITY’s
shareholders, expiration or termination of the applicable anti-trust
waiting periods and other customary closing conditions. The parties will
work to close the transaction as soon as reasonably practicable
following the satisfaction of the conditions, and the transaction is
expected to be completed late in the second calendar quarter or early in
the third calendar quarter of 2007. Following the completion of the
transaction, the company’s common stock will
be de-listed and will no longer trade publicly.
In connection with the execution of the Merger Agreement, certain
officers and directors of the Company holding approximately 28% of the
outstanding shares of common stock of the Company entered into a voting
agreement with Parent and Merger Sub, in which such officers and
directors agreed to vote their respective shares of Company common stock
in favor of the Merger.
“The Board of Directors unanimously endorses
this transaction and believes it is in the best interest of the Company’s
shareholders. With the transaction, shareholders will have realized
substantial value from their investment. Sorenson Capital and Peterson
Partners represent a new dynamic that can build on MITY’s
great market position and powerful business culture,”
said Gregory Wilson, Chairman of the Board.
“We believe MITY has a strong franchise with
leading positions in growing market segments, and an experienced
management team,” said Fraser Bullock,
Co-Founder and a Managing Director of Sorenson Capital. “We
look forward to supporting the MITY workforce in its efforts to serve
customers and grow long-term business value.”
About MITY
Founded in 1987, MITY Enterprises, Inc. designs, manufactures and
markets innovative institutional furniture created to meet the
efficiency needs of its customers. MITY Enterprises focuses on providing
premium quality institutional furniture products to niche markets. The
product lines consist of multipurpose room furniture and healthcare
seating. MITY’s products are marketed under
the Mity-Lite, Broda and Versipanel tradenames. Headquartered in Utah,
MITY Enterprises serves national and international customers directly
and through distributors. For further information, visit MITY
Enterprises online at www.mityinc.com.
About Sorenson Capital
Sorenson Capital (www.sorensoncapital.com)
is a private equity fund that provides small- to middle-market buyout
and growth equity investments with a particular focus on opportunities
in selected states in the western U.S. Sorenson Capital is managed and
controlled by West Rim Capital; both are headquartered in Salt Lake
City, Utah with offices in Palo Alto, California and Phoenix, Arizona.
About Peterson Partners
Peterson Partners, based in Salt Lake City, is one of the Intermountain
West’s leading private equity firms.
Specializing in small to mid-sized companies, Peterson Partners has a
track record of success including investments in JetBlue, Making
Memories, EnergySolutions, Asurion, Instashred, Winder Farms, 3form and
Diamond Rental. Founded in 1995, Peterson Partners has over $300 million
under management through four funds. Press Contact: Jordan Clements
(801) 365-0180 or jordan@petersonpartnerslp.com.
Forward-Looking Statements
This press release contains forward-looking statements related to, among
other things, the completion of the Merger and the other transactions
contemplated by the Merger Agreement. These statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that forward-looking
statements inherently involve risks and uncertainties that could cause
actual results to differ materially from those contemplated in the
forward-looking statements. Such risks include, but are not limited to,
the ability of the parties to the Merger Agreement to satisfy the
conditions to closing specified in the Merger Agreement and other risks
and uncertainties outlined in the Company’s
documents filed with the Securities and Exchange Commission (SEC),
including the Company’s most recent annual
report on Form 10-K for the fiscal year ended March 31, 2006, and its
subsequent quarterly reports on Form 10-Q and current reports on Form
8-K as filed with the SEC. All forward-looking statements and other
information in this press release are based upon information available
as of the date of this release. Such information may change or become
invalid after the date of this release, and, by making these
forward-looking statements, the Company undertakes no obligation to
update these statements after the date of this release.
Additional Information and Where to Find It
This material is not a substitute for the proxy statement and other
documents MITY Enterprises will file with the Securities and Exchange
Commission (“SEC”)
regarding the transaction. The Company intends to file with the SEC a
proxy statement and other relevant materials in connection with the
Merger. The proxy statement will be mailed to the shareholders of the
Company. The Company’s shareholders and
investors are urged to read the proxy statement and other relevant
materials when they become available because they will contain important
information about the Company, the Merger and related matters.
Investors and shareholders may obtain free copies of these materials
(when they are available) and other documents filed with the SEC at the
SEC’s website at www.sec.gov.
A free copy of the proxy statement when it becomes available may also be
obtained from MITY Enterprises, Inc., 1301 West 400 North, Orem, Utah
84057, Attn. Bradley T Nielson. The Company and its executive officers
and directors may be deemed to be participants in the solicitation of
proxies from the Company’s shareholders with
respect to the Merger. Investors and shareholders may obtain more
detailed information regarding the direct and indirect interests of the
Company and its respective executive officers and directors in the
proposed Merger by reading the proxy statement, which will be filed with
the SEC.