Featherlite (NASDAQ:FTHR)
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Add the following before the last sentence of the last
graph of release dated July 27, 2006: Information regarding
Featherlite's directors and executive officers is contained in
Featherlite's Annual Report on Form 10-K for the year ended December
31, 2005, which is filed with the SEC.
The corrected release reads:
Featherlite, Inc. Announces Merger Agreement With Universal
Trailer Holdings Corp.; Featherlite Shareholders to Receive $6.50 Per
Share; Total Transaction Valued at Approximately $108.6 Million
Featherlite, Inc. (Nasdaq: FTHR), a leading manufacturer and
marketer of specialty aluminum trailers, transporters and luxury
motorcoaches, announced today that it has signed a definitive
agreement to merge with a subsidiary of Universal Trailer Holdings
Corp. of Cincinnati, Ohio, a corporation with majority ownership by
Dubin Clark & Company, a private equity investment firm.
Under the terms of the agreement, a subsidiary of Universal
Trailer will merge with and into Featherlite, Featherlite will become
a wholly-owned subsidiary of Universal Trailer, and Featherlite
shareholders will receive $6.50 in cash for each outstanding share of
Featherlite common stock. This price represents a 52.9% premium over
the closing price of Featherlite stock on July 26, 2006. The aggregate
consideration to be paid to Featherlite shareholders and option and
warrant holders is approximately $79.5 million, and Universal Trailer
will assume approximately $29.1 million in debt obligations.
A special committee of Featherlite's outside directors has
approved the merger. The merger is expected to be completed by October
31, 2006 and is subject to various conditions, including shareholder
approval, the expiration of the applicable waiting period under the
Hart-Scott-Rodino Act, the closing of debt financing arrangements, the
effectiveness of the agreement between Universal Trailer and
Featherlite Coaches, Inc. referred to below, and other customary
closing conditions. A special meeting of Featherlite shareholders will
be announced following preparation and filing of proxy materials with
the Securities and Exchange Commission.
In addition, Featherlite Coaches, Inc., a newly-formed company
controlled by Conrad Clement, Featherlite's Chairman, President and
CEO, Tracy Clement, Featherlite's Executive Vice President, and Bulk
Resources, Inc., has entered into a definitive agreement with
Universal Trailer to purchase the assets and assume substantially all
of the liabilities of Featherlite's motorcoach division immediately
following the closing of the merger with Featherlite. Featherlite is
not a party to this agreement and does not own any equity of
Featherlite Coaches. The closing of the merger between Featherlite and
Universal Trailer is subject to the agreement between Featherlite
Coaches and Universal Trailer remaining in full force and effect.
"We are very pleased to announce that Featherlite will be teaming
with Universal Trailer to form the nation's premiere trailer company,"
Featherlite President and CEO Conrad Clement said. "We have been
exploring alternatives to enhance shareholder value and build the
strategic strength of the Company since January of this year. We
believe this merger offers an excellent value for our shareholders and
great new opportunities for Featherlite employees and dealers.
"The Featherlite brand stands for the highest quality and
innovation in aluminum specialty trailers. We are honored to have
played a role since 1988 in building a loyal customer base and the
most extensive dealer network in the industry. Now the Company is
ready to begin a new era as part of the Universal Trailer team. The
joining of these two firms anticipates a bold future of product
innovation and ever-expanding services to its customers," Clement
commented.
Tom Frey, CEO of Universal Trailer, stated, "Universal Trailer has
become the largest specialty trailer company through building a family
of brands offering great value across a broad range of price points.
We're excited about the addition of the excellent Featherlite brand to
that family."
Universal Trailer expects to retain the Featherlite trailer
manufacturing locations and dealer network.
Houlihan Lokey Howard & Zukin acted as financial advisor, and
Fredrikson & Byron, P.A. served as legal advisor, to Featherlite.
Faegre & Benson served as legal advisor to the special committee of
outside directors. Rothschild, Inc. acted as financial advisor and
Bingham McCutchen LLP as legal advisor for Universal Trailer.
NEWS CONFERENCE
Featherlite has scheduled a news conference for 11 a.m. Central
Daylight Time on Thursday, July 27, 2006 at the Featherlite corporate
headquarters at the junction of Highways 63 & 9, Cresco, Iowa. Media
are asked to call Nicole Ausdemore at 800-870-1231 ext. 1109 if
attending. A mult-box/press box will be available to media.
NEWS CONFERENCE SIMULCAST
Investors, as well as Featherlite and Universal Trailer dealers
and customers, can hear the news conference live. Interested parties
in U.S. and Canada can dial toll free 866-409-4300. Those in other
countries can dial toll free 404-260-5388. Your conference participant
code is 56784596#.
The conference audio will be archived and can be heard on the web
starting on July 28, 2006 at www.fthr.com. Click on "Investor
Relations."
About Featherlite
With more than 75 percent of its business in the leisure,
recreation and entertainment categories, Featherlite(R), Inc. has
highly diversified product lines offering hundreds of standard model
and custom-designed aluminum specialty trailers, specialized
transporters, mobile marketing trailers and luxury motorcoaches. For
more information about the Company, please visit www.fthr.com.
About Universal Trailer Holdings Corp.
Universal Trailer Holdings Corp. and its subsidiaries offer
customers a diversified family of trailer brands that include
Haulmark, Exiss, Sooner and Miley. For more information about
Universal Trailer, please visit www.universaltrailer.com.
This press release contains forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. In some cases, forward-looking
statements can be identified by words such as "believe," "expect,"
"anticipate," "plan," "potential," "continue" or similar expressions.
Forward-looking statements also include the assumptions underlying or
relating to any of the foregoing statements. Such forward-looking
statements are based upon current expectations and beliefs and are
subject to a number of factors and uncertainties that could cause
actual results to differ materially from those described in the
forward-looking statements. The forward-looking statements contained
in this press release include statements about future financial and
operating results and the proposed transaction. These statements are
not guarantees of future performance, involve certain risks,
uncertainties and assumptions that are difficult to predict, and are
based upon assumptions as to future events that may not prove
accurate. Therefore, actual outcomes and results may differ materially
from what is expressed herein. For example, if Featherlite does not
receive required shareholder or governmental approvals or fails to
satisfy other conditions to closing, the transaction will not be
consummated. In any forward-looking statement in which Featherlite or
Universal Trailer expresses an expectation or belief as to future
results, such expectation or belief is expressed in good faith and
believed to have a reasonable basis, but there can be no assurance
that the statement or expectation or belief will result or be achieved
or accomplished. The following factors, among others, could cause
actual results to differ materially from those described in the
forward-looking statements: the risk that the Featherlite and
Universal Trailer businesses will not be integrated successfully;
costs related to the proposed merger; failure of the Featherlite
shareholders to approve the proposed merger; and other economic,
business, competitive and/or regulatory factors affecting
Featherlite's and Universal Trailer's businesses generally, including
those set forth in Featherlite's filings with the Securities and
Exchange Commission, or SEC, including its Annual Report on Form 10-K
for the most recent fiscal year, its most recent Quarterly Report on
Form 10-Q, and its Current Reports on Form 8-K. All forward-looking
statements included in this press release are based on information
available to Featherlite on the date hereof. Featherlite undertakes no
obligation (and expressly disclaims any such obligation) to update
forward-looking statements made in this press release to reflect
events or circumstances after the date of this press release or to
update reasons why actual results could differ from those anticipated
in such forward-looking statements.
This press release does not constitute a solicitation by
Featherlite or its board of directors, special committee or executive
officers or any approval or action of its shareholders. Featherlite
intends to file a proxy statement and other relevant documents
concerning the proposed transaction with the SEC. Shareholders are
urged to read the proxy statement, and any other relevant documents
filed with the SEC, carefully when they become available because they
will contain important information about the companies and the
proposed transaction. Featherlite's officers and directors may be
deemed to be participants in the solicitation of proxies from the
shareholders of Featherlite with respect to the transactions
contemplated by the merger agreement. Information regarding
Featherlite's directors and executive officers is contained in
Featherlite's Annual Report on Form 10-K for the year ended December
31, 2005, which is filed with the SEC. You will be able to obtain free
copies of these documents at the website maintained by the SEC at
www.sec.gov, and at Featherlite's website, www.fthr.com.