Eagle Supply (NASDAQ:EEGL)
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Eagle Supply Group, Inc. and Gulfside Supply, Inc. Amend Merger
Agreement to Extend Expiration Date for Tender Offer; Minimum Condition and
Certain Other Conditions to Offer Waived
TAMPA, Fla., and NEW YORK, Sept. 10 /PRNewswire-FirstCall/ -- Eagle Supply
Group, Inc. ("Eagle")
(NASDAQ:EEGLNASDAQ:andNASDAQ:EEGLW)(BSE:EGLBSE:andBSE:EGLW) and Gulfside
Supply, Inc. ("Gulfside") today announced that they have entered into an
amendment and waiver to the agreement and plan of merger (the "Merger
Agreement"), dated as of August 5, 2004, relating to the cash tender offer
("Offer") by Gulfco Acquisition, Inc., a wholly owned subsidiary of Gulfside
("Gulfco"), for all of the outstanding shares of common stock of Eagle at $2.20
net per share, without interest. Pursuant to the amendment, Eagle and Gulfside
agreed to extend the expiration date of the Offer until 12:00 midnight, New
York City time, on Tuesday, September 21, 2004, unless the Offer is further
extended to a later date in accordance with the amended agreement. The Offer
was initially set to expire at 12:00 midnight, New York City time, on Monday,
September 13, 2004. In connection with the amendment, Gulfside and Gulfco also
agreed to waive the Minimum Condition and certain other conditions to their
obligation to complete the Offer set forth in the Merger Agreement.
Eagle and Gulfside agreed to amend the agreement as a result of their concerns
arising from the severe weather threat to Florida and the southeastern United
States posed by Hurricane Ivan, which is currently forecasted to strike Florida
early next week. In light of the significant risk to life, limb and property
associated with Hurricane Ivan and the potential mandatory evacuation of the
Tampa, Florida area where Gulfside's executive offices are located, management
of Eagle and Gulfside were concerned that proceeding with the expiration and
closing of the Offer under such conditions would unreasonably and unnecessarily
increase the already significant threat to those persons whose involvement is
required for the closing of the Offer, and result in undue risk to the orderly
and efficient closing of the Offer.
According to SunTrust Bank, which is serving as the Depository in connection
with the Offer, as of September 10, 2004, approximately 8,334,857 shares of
Eagle common stock, representing approximately 81.2% of the outstanding shares
of Eagle common stock, have been validly tendered and not withdrawn pursuant to
the Offer.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities of Eagle. The Offer is being made pursuant to a
tender offer statement and related materials. Eagle stockholders are advised
to read the tender offer statement regarding the acquisition of Eagle, which
was filed by Gulfside and Gulfco with the U.S. Securities and Exchange
Commission ("SEC"), and the related solicitation/recommendation statement,
which was filed by Eagle with the SEC. The tender offer statement (including
an offer to purchase, letter of transmittal and related tender offer documents)
and the solicitation/recommendation statement contain important information
that should be read carefully before any decision is made with respect to the
Offer. These documents and others filed by Gulfside, Gulfco, and Eagle with
the SEC are available free of charge at the SEC's web site at
http://www.sec.gov/. The tender offer statement and
solicitation/recommendation statement may also be obtained free of charge by
directing a request by mail to Georgeson Shareholder, 17 State Street, 10th
Floor, New York, New York 10004, or by calling toll-free (866) 432-2786.
For more information, please contact the Information Agent for the Offer,
Georgeson Shareholder, at (866) 432-2786 or (212) 440-9800.
Note About Forward-Looking Statements
In addition to historical information, this press release contains
"forward-looking statements." These forward-looking statements relate to
expectations concerning matters that are not historical fact, and are subject
to risks and uncertainties, including, without limitation, the timing and
ultimate completion of the announced transaction, general economic conditions
and other factors. These forward-looking statements are based largely on our
current expectations, assumptions, plans, estimates and judgments, and they
involve inherent risks and uncertainties.
DATASOURCE: Eagle Supply Group, Inc.; Gulfside Supply, Inc.
CONTACT: Information Agent for the Offer, Georgeson Shareholder,
1-866-432-2786 or +1-212-440-9800