Exhibit (a)(1)
FOR IMMEDIATE RELEASE
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Contact Information: |
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D.F. King & Co., Inc.
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Ric DeCastro |
(800)
967-5079
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Investor Relations |
crft@dfking.com
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(972) 393-3800 |
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investorrelations@craftmade.com |
CRAFTMADE BOARD OF DIRECTORS REJECTS
LITEXS HOSTILE TENDER OFFER
Litexs Offer Significantly Undervalues Craftmade
Board Strongly Urges Stockholders Not to Tender Shares into Litexs Offer
COPPELL, TEXAS, March 15, 2010 Craftmade International, Inc. (OTCQX: CRFT)
(Craftmade or the Company) today announced that its Board of Directors, after careful
consideration with its financial and legal advisors, voted unanimously to reject the unsolicited,
conditional tender offer from Litex Industries, Limited (Litex) to acquire all outstanding common
shares of Craftmade at a price of $5.25 per share in cash. The Board unanimously recommends that
Craftmade stockholders not tender their shares into Litexs offer.
The basis for the Boards recommendation with respect to the Litex tender offer is set forth in
Craftmades Schedule 14D-9 that will be filed today with the Securities and Exchange Commission
(SEC).
Although
we appreciate Litexs interest in Craftmade, it doesnt begin to recognize the intrinsic
value of our company, commented James R. Ridings, Craftmades founder and Chairman of the Board.
Their interest, while understandable, is ill-timed for
Craftmade stockholders who stand to take
advantage of our companys upside as the industry it serves recovers. We believe that we are
extremely well-positioned to take advantage of market opportunities when industry conditions
improve. Mr. Ridings concluded, As a significant
stockholder of Craftmade, I do not believe that
it is in our best interests to sell at this time.
The reasons for the Craftmades recommendation to reject Litexs offer, which the Company detailed
in its Schedule 14D-9 filing, include:
Litexs Offer significantly undervalues Craftmade. Litexs Offer does not reflect the
underlying value of Craftmades assets, operations and strategic plan, including its
industry-leading position and future growth prospects. Craftmade believes that the price offered
by Litex does not place value on its furniture business recently acquired from Woodard. Since its
founding, Craftmade has delivered superior results for its stockholders and, by virtue of its
industry position, strategic direction, management, and culture, Craftmade is poised to continue to
provide superior results for its stockholders. Craftmades Board is confident that Craftmade will,
consistent with its history, deliver greater value to its stockholders by executing its strategic
plan than would be obtained under Litexs Offer.
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The timing of Litexs Offer is extremely opportunistic. Litex is trying to obtain the
future value of Craftmade at a bargain price. Craftmade has positioned itself to realize
significant benefits as the economy emerges from the recession, which makes the timing of Litexs
Offer the wrong time to sell. Despite the challenges faced by the housing industry the last few
years, the Company has continued to introduce innovative and distinctive products at an increasing
pace.
Craftmade has received an inadequacy opinion from its financial advisor. B. Riley & Co.,
LLC rendered an opinion to Craftmades Board that the consideration proposed to be paid to the
holders of Craftmades shares (other than Litex or its affiliates) pursuant to Litexs Offer was
inadequate from a financial point of view to such holders.
The Consummation of Litexs Offer and the proposed merger is illusory and highly uncertain.
The amount that Litex discloses it has to complete the Offer and pay off the Companys
indebtedness is $7 million short based on the amount of debt Litex estimated the Company has. This
shortfall is actually closer to $19 million because the Companys debt has increased since year-end to fund
ordinary seasonal increases in working capital. In addition, the numerous conditions of Litexs
Offer, many of which may be asserted by Litex in its sole discretion, create significant
uncertainty and risk as to whether Litexs Offer can be completed and the timing for completion.
During
this industry downturn, our strong management team has worked hard to create
a lean and efficient company, stated J. Marcus Scrudder, Chief Executive Officer of Craftmade.
Over the past two years, weve introduced the most innovative and robust product lines in the
companys history. Weve done all of this with the best
interests of our stockholders in mind,
and I believe they deserve to reap the rewards and returns of these efforts.
The Board also took action under Craftmades stockholder rights plan to defer the distribution of
rights that would otherwise occur ten business days after the announcement of Litexs offer, which
action is further described in Craftmades Schedule 14D-9.
The Companys Schedule 14D-9 filing will be available on the SECs web site, http://www.sec.gov.
B. Riley & Co., LLC is serving as financial advisor, and Haynes and Boone, LLP is serving as legal
counsel to Craftmade.
About Craftmade
Founded in 1985, Craftmade is engaged in the design, manufacturing, distribution, and marketing of
a broad range of home décor products, including proprietary ceiling fans, lighting products, and
outdoor furniture. The Company distributes its premium products through a network of independent
showrooms and mass retail customers through its headquarters and distribution facility in Coppell,
Texas and manufacturing plant in Owosso, Michigan. More information about Craftmade can be found at
www.craftmade.com.
# # #
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy or solicitation of an offer to sell any
securities. In response to the tender offer commenced by Litex Acquisition #1, LLC, a wholly-owned
subsidiary of Litex, Craftmade will file a Solicitation/Recommendation Statement on Schedule 14D-9
with the U.S. Securities and Exchange Commission (SEC). INVESTORS AND SECURITY HOLDERS OF
CRAFTMADE ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE AND OTHER DOCUMENTS FILED WITH
THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free
copies of these documents and other documents filed with the SEC by Craftmade through the web site
maintained by the SEC at http://www.sec.gov.
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