Salton (NYSE:SFP)
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Salton, Inc. (NYSE:SFP) today made the following comment with respect to
its pending merger with APN Holding Company, Inc.: The definitive merger
agreement with APN Holdco, which was entered into on February 7, 2007
and remains in effect, provides that either Salton or APN Holdco may
terminate such agreement if the merger is not consummated prior to July
31, 2007. The consummation of the pending merger remains subject to
various conditions, including the approval by the Company’s
stockholders and the financing of the merger. Although Salton continues
to engage in discussions with APN Holdco, Salton and APN Holdco have
been unable to agree on a mutual extension of the outside date for
completing the merger. As a result, there can be no assurance that the
merger will occur upon its current terms or at all.
About Salton, Inc.
Salton, Inc. is a leading designer, marketer and distributor of branded,
high-quality small appliances, home decor and personal care products.
Its product mix includes a broad range of small kitchen and home
appliances, electronics for the home, time products, lighting products
and personal care and wellness products. The Company sells its products
under a portfolio of well recognized brand names such as Salton®,
George Foreman®,
Westinghouse ™, Toastmaster®,
Melitta®, Russell
Hobbs®, Farberware®,
Ingraham® and Stiffel®.
It believes its strong market position results from its well-known brand
names, high-quality and innovative products, strong relationships with
its customer base and its focused outsourcing strategy.
The statements contained in the news release that are not historical
facts are “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. 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. Salton 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:
Merger-Related Risk Factors:
•
the provision in the merger agreement that either party may
terminate the merger agreement if the merger is not consummated
prior to July 31, 2007;
•
the failure of APN Holdco to obtain the financing contemplated by
financing commitments received or alternative financing may result
in the termination of the merger agreement;
•
the failure to obtain approval of the merger from Salton
stockholders;
•
the failure to obtain required third party consents to the merger;
•
the ability of the two businesses to be integrated successfully;
•
the ability of the combined company to fully realize the cost
savings and synergies from the proposed transaction within the
proposed time frame;
•
disruption from the merger may make it more difficult to maintain
relationships with customers, employees or suppliers;
•
completion of the merger may result in dilution of future earnings
per share to the stockholders of Salton;
•
the combined Company’s common stock may
not be listed on the New York Stock Exchange upon completion of the
merger;
•
the combined company’s net operating loss
carryforwards may be limited as a result of the merger; and
•
costs associated with the merger are difficult to estimate, may be
higher than expected and may harm the financial results of the
combined company.
Operational and Other Risk Factors:
•
our ability to repay or refinance our indebtedness as it matures and
satisfy the redemption obligations under our preferred stock;
•
our ability to find other strategic alternatives, in the event the
merger does not close as anticipated;
•
our ability to continue to realize the benefits we expect from our
U.S. restructuring;
•
our substantial indebtedness and our ability to comply with
restrictive covenants in our debt instruments;
•
our ability to access the capital markets on attractive terms or at
all;
•
our relationship and contractual arrangements with key customers,
suppliers, strategic partners and licensors;
•
unfavorable outcomes from pending legal proceedings;
•
cancellation or reduction of orders;
•
the timely development, introduction and delivery to and acceptance
by customers of our products;
•
dependence on foreign suppliers and supply and marketing constraints;
•
competitive products and pricing;
•
economic conditions and the retail environment;
•
international business activities;
•
the cost and availability of raw materials and purchased components
for our products;
•
our ability to continue the listing of our common stock on the New
York Stock Exchange. If we are delisted by the New York Stock
Exchange, the price and liquidity of our common stock will be
negatively affected;
•
the risks related to intellectual property rights; and
•
the risks relating to regulatory matters and other risks and
uncertainties detailed from time to time in our Securities and
Exchange Commission Filings.
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 it will
contain important information about Salton, Applica Incorporated and the
proposed transaction.
Investors and security holders may 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 by Salton may be obtained
free of charge by directing such requests to Salton, Inc., 1955 Field
Court, Lake Forest, Illinois 60045, Attention: Corporate Secretary,
Telephone (847) 803-4600, or from Salton’s
website at www.saltoninc.com.
Salton and certain of its directors, executive officers and other
members of management may be deemed to be participants in the
solicitation of proxies from Salton stockholders 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. In addition, information about Salton’s
directors, executive officers and members of management is contained in
Salton’s most recent proxy statement, which
is available on Salton’s website and at www.sec.gov.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and other relevant
documents filed with the SEC.