Accuride Corporation has announced the expiration of the 35-day “go shop” period included in the previously announced merger agreement under which Accuride will be acquired by an affiliate of Crestview Partners for $2.58 per share in cash.
Under the terms of the merger agreement, Accuride and its representatives were permitted to solicit and engage in negotiations with respect to alternative acquisition proposals until 11:59 p.m. ET on Oct. 7, 2016. During the “go shop” period, Accuride and its representatives solicited alternative acquisition proposals from 59 potential acquirers. During such time, 4 parties executed a confidentiality agreement with Accuride, but no party submitted an alternative acquisition proposal, the company says.
Accuride has filed with the Securities and Exchange Commission preliminary proxy materials related to the special meeting of shareholders to vote on the proposed transaction. Details regarding the date, time and place of the special meeting of shareholders will be announced when the definitive proxy materials are finalized and filed.
The transaction is expected to be completed in the fourth quarter of 2016, subject to Accuride shareholder approval and other customary closing conditions. The Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the merger as of Sept. 27, 2016.
Accuride’s Board acknowledged its receipt of the letter, dated Oct. 7, 2016, from Coliseum Capital Management with respect to the Transaction.
John Risner, Accuride chairman of the board says, “The Accuride Board believes that the Crestview transaction offers certain, compelling and immediate value to our shareholders. We look forward to a constructive dialogue with Coliseum Capital Management to understand their perspective and to discuss the factors that led to our determination that the Crestview transaction is in the best interests of all Accuride shareholders and our unanimous recommendation that the Accuride shareholders vote to approve the Crestview transaction.”
Accuride says it expects to reach out to other shareholders as well to understand their perspectives.
The Accuride board also announces that, in order to ensure the full and fair opportunity for all shareholders to make an informed decision with respect to the transaction, and to mitigate the risk that a shareholder or group of shareholders accumulates an ownership position that now or in the future results in a transfer of actual or de facto control without paying an appropriate control premium, the Accuride Board has authorized a limited duration shareholder rights plan . The rights plan is scheduled to expire upon the earlier of March 31, 2017 and immediately prior to the completion of the transaction.