Southwire Company Successfully Completes Tender Offer For Coleman...
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`http://www.printthis.clickability.com/pt/cpt?expire=&title=Southwire+...
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`Southwire Company Successfully Completes Tender Offer For Coleman
`Cable
`CARROLLTON, Ga. and WAUKEGAN, Ill., Feb. 11, 2014 /PRNewswire/ -- Southwire Company ("Southwire")
`and Coleman Cable, Inc. (NASDAQ: CCIX (http://studio-5.financialcontent.com/prnews?Page=Quote&
`Ticker=CCIX)) ("Coleman") today announced that Cubs Acquisition Corporation, a wholly owned subsidiary of
`Southwire ("Purchaser"), successfully completed its previously announced tender offer ("the Offer") for all
`outstanding shares of common stock of Coleman Cable, Inc. for $26.25 per share in cash.
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`The Offer expired at 12:00 midnight, New York City time, on February 10, 2014 (one minute after 11:59 P.M.,
`New York City time, on February 10, 2014). As of the expiration of the Offer, a total of 17,006,114 shares
`were validly tendered and not properly withdrawn in the Offer (not including 896,077 shares tendered
`pursuant to notices of guaranteed delivery which had not been delivered to the depositary prior to the
`expiration of the Offer), representing approximately 89.81% of Coleman's outstanding shares of common
`stock on a fully diluted basis. In accordance with the terms of the Offer, all shares that were validly tendered
`and not properly withdrawn have been accepted for payment and Southwire expects to promptly pay for all
`such shares.
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`Following consummation of the Offer, Southwire expects to complete the acquisition of Coleman later today
`through a merger of Purchaser with and into Coleman. Upon completion of the merger, Coleman will become
`a wholly owned subsidiary of Southwire and all remaining eligible Coleman shares will be converted into the
`right to receive $26.25 per share in cash, without interest and less any applicable withholding taxes, the same
`price that was paid in the tender offer.
`
`Stuart Thorn, CEO and President of Southwire, said, "Our team is looking forward to working together with
`Coleman to solidify our position at the forefront of the wire and cable industry and continue providing
`world-class service to our customers. We are very excited to welcome our Coleman colleagues to the
`Southwire family and are motivated by the possibilities in front of us."
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`Following completion of the merger, Coleman shares will cease to be traded on the NASDAQ Global Market.
`Coleman will make the necessary filings with the Securities and Exchange Commission (the "SEC") to end its
`reporting obligations under the Securities Exchange Act of 1934, as amended.
`Advisors
`Macquarie Capital and Wells Fargo Securities are serving as financial advisors to Southwire and Kirkland &
`Ellis LLP is serving as legal advisor. Jefferies LLC is serving as financial advisor to Coleman and Sullivan &
`Cromwell LLP and Winston & Strawn LLP are serving as legal advisors.
`About Southwire Company
`A leader in technology and innovation, Southwire Company is one of North America's largest wire and cable
`producers. Southwire and its subsidiaries manufacture building wire and cable, metal-clad (MC) cable, cord
`products (including Tappan™ sound, security, and communication cables through Tappan Wire & Cable Inc.),
`utility cable products, industrial power cable, OEM wire products, SCR® copper and aluminum rod, and
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`RICHM, Ex. 2045, p.1
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`Southwire Company Successfully Completes Tender Offer For Coleman...
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`http://www.printthis.clickability.com/pt/cpt?expire=&title=Southwire+...
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`continuous casting technology. Southwire also supplies MAXIS® Contractor Equipment and Southwire™
`Electrician's Tools to the commercial, industrial, retail, electrical wholesale outlet and utility construction
`markets. To learn more about Southwire's products, community involvement, and its vision for a sustainable
`Southwire, please visit Southwire on the web at www.southwire.com (http://www.southwire.com/).
`About Coleman Cable, Inc.
`Coleman is a leading manufacturer and innovator of electrical and electronic wire and cable products for
`residential and commercial construction, industrial, OEM, and consumer applications, with operations in the
`United States, Honduras, and Canada. Coleman's broad product offering enables it to provide its customers a
`single source for many of their wire and cable requirements. It manufactures the majority of its products in
`nine domestic production facilities and sells products to more than 8,000 active customers in a wide variety of
`end markets. It operates three segments: Distribution, OEM, and Engineered Solutions. For more information,
`visit www.colemancable.com (http://www.colemancable.com/). CCIX-G
`Forward-Looking Statements
`This press release includes forward-looking statements, within the meaning of the Private Securities Litigation
`Reform Act of 1995, that are subject to risks, uncertainties and other factors. All statements other than
`statements of historical fact are statements that could be deemed forward-looking statements, including all
`statements regarding the intent, belief or current expectation of Southwire and Coleman and members of their
`respective senior management teams. Forward-looking statements include, without limitation, statements
`regarding the proposed merger of Purchaser with and into Coleman, prospective performance, future plans,
`events, expectations, performance, objectives and opportunities and the outlook for the companies'
`businesses, including, without limitation, the ability to achieve any particular result with respect to any
`businesses or products; the expected timing of the completion of the transaction; the ability to complete the
`transaction; and any assumptions underlying any of the foregoing. Investors are cautioned that any such
`forward-looking statements are not guarantees of future performance and involve risks and uncertainties and
`are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ
`materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties
`that could cause the actual results to differ from expectations contemplated by forward-looking statements
`include: uncertainties as to the timing of the completion of the merger; the effects of the transaction on
`relationships with employees, customers, other business partners or governmental entities; other business
`effects, including the effects of industry, economic or political conditions outside of Southwire's and Coleman's
`control; transaction costs; actual or contingent liabilities; and other risks and uncertainties detailed from time
`to time in documents filed with the SEC by Coleman, including current reports on Form 8-K, quarterly reports
`on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 filed by Coleman and the
`tender offer documents filed by Southwire. Southwire and Coleman assume no obligation to update any
`forward-looking statements as a result of new information, future developments or otherwise, except as
`expressly required by law. All of the materials related to the offer (and all other offer documents filed with the
`SEC) are available at no charge from the SEC through its website at www.sec.gov (http://www.sec.gov).
`Investors and security holders may also obtain free copies of the documents filed with the SEC by Coleman
`Cable at www.colemancable.com (http://www.colemancable.com/).
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`RICHM, Ex. 2045, p.2
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`Southwire Company Successfully Completes Tender Offer For Coleman...
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`http://www.printthis.clickability.com/pt/cpt?expire=&title=Southwire+...
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`SOURCE Southwire Company
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`RELATED LINKS
`http://www.southwire.com (http://www.southwire.com)
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`RICHM, Ex. 2045, p.3