Exhibit
99.1
FOR IMMEDIATE RELEASE
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Contact:
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Investor Relations Department |
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(954) 883-1000 |
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investor.relations@applicamail.com |
APPLICA
ENTERS INTO FIFTH AMENDMENT TO MERGER AGREEMENT WITH
HARBINGER CAPITAL PARTNERS
Harbinger Increases Consideration For Shares It Does Not Currently
Own To $8.25 Per Share in Cash
Shareholder Meeting to Approve Merger Agreement to be Adjourned and
Reconvened on January 23, 2007
Applica Board Recommends that Shareholders Reject NACCO Revised Tender Offer
Miramar, Florida (January 17, 2007) Applica Incorporated (NYSE: APN) today announced that
it has entered into a fifth amendment to its merger agreement with affiliates of Harbinger Capital
Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P.
(together, Harbinger Capital Partners) after receipt of an offer by Harbinger Capital Partners to
increase the merger consideration payable for all outstanding shares of Applica that it does not
currently own to $8.25 per share in cash.
The Applica Board of Directors recommends that Applica shareholders vote FOR the adoption of
the amended merger agreement between Applica and affiliates of Harbinger Capital Partners.
The offer and amendment followed an increase to $8.05 per share of the price of the
unsolicited tender offer to purchase all outstanding shares of Applicas common stock that was
commenced by Apex Acquisition Corporation, a newly formed Florida corporation and an indirect,
wholly owned subsidiary of NACCO Industries, Inc.
Applicas Board has once again recommended that shareholders reject the revised NACCO offer
and NOT tender their shares in the NACCO offer. The Board reached its determination based, among
other factors, on the higher price being offered by Harbinger Capital Partners and the Boards
belief that, subject to the receipt of shareholder approval, all conditions to the consummation of
the Harbinger merger have been satisfied or will be satisfied at closing.
Accordingly, the Board currently expects that the Harbinger merger will be completed within
one business day after the receipt of shareholder approval. The Board also believes that the
revised NACCO offer includes a number of conditions that create significant concerns as to whether
the revised NACCO offer can be completed. In particular, the Board believes that NACCOs minimum
tender condition, which requires that a majority of Applicas outstanding shares of common stock on
a fully diluted basis be tendered, presents a significant risk that the NACCO tender offer will not
be consummated, especially in light of Harbinger Capital Partners ownership of approximately 39%
of Applicas outstanding common stock and its existing merger agreement with Applica
As a condition to obtaining the increased merger consideration from affiliates of Harbinger
Capital Partners, Applica agreed to increase the termination fee payable if the Harbinger merger
agreement is terminated under certain circumstances to $7.0 million plus up to $3.3 million of
reasonable, documented, third party, out-of-pocket expenses.
Applica intends to convene the special meeting of shareholders at 11:00 a.m. Eastern Standard
Time on January 17, 2007, as previously scheduled, and adjourn the special meeting until 11:00 a.m.
Eastern Standard Time on Tuesday, January 23, 2007, without a vote on any proposal other than an
adjournment. The proposals to be considered at the special meeting will be submitted to a vote of
Applicas shareholders at the reconvened meeting at 11:00 a.m. Eastern Standard Time on January 23,
2007. The record date for the reconvened meeting will remain November 27, 2006. Completion of the
transaction, which is expected to occur following the January 23, 2007 meeting, is subject to
customary closing conditions. The transaction is not subject to any financing condition.
In order to vote their shares in favor of the Harbinger Capital Partners agreement,
shareholders should complete, date, sign and return the proxy card enclosed with the previously
distributed definitive proxy statement as soon as possible. Shareholders who have any questions
about the recommendation statement, the definitive proxy statement, the proxy supplement or the
merger or need assistance with the voting procedures, should contact Applicas proxy solicitor,
Georgeson Inc., at 17 State Street, New York, New York 10004 or call toll-free at (866) 857-2624.
About Applica Incorporated:
Applica and its subsidiaries are marketers and distributors of a broad range of branded and
private-label small household appliances. Applica markets and distributes kitchen products, home
products, pest control products, pet care products and personal care products. Applica markets
products under licensed brand names, such as Black & Decker®; its own brand names, such
as Windmere®, LitterMaid®, Belson® and Applica®; and
other private-label brand names. Applicas customers include mass merchandisers, specialty
retailers and appliance distributors primarily in North America, Mexico, Latin America and the
Caribbean. Additional information about Applica is available at www.applicainc.com.
About Harbinger Capital Partners:
The Harbinger Capital Partners investment team located in New York City manages in excess of
$5 billion in capital through two complementary strategies. Harbinger Capital Partners Master Fund
I, Ltd. is focused on restructurings, liquidations, event-driven situations, turnarounds and
capital structure arbitrage, including both long and short positions in highly leveraged and
financially distressed companies. Harbinger Capital Partners Special Situations Fund, L.P. is
focused on distressed debt securities, special situation equities and private loans/notes in a
predominantly long-only strategy.
* * * * *
The statements contained in this news release that are not historical facts are
forward-looking statements. These forward-looking statements are made subject to certain risks
and uncertainties, which could cause actual results to differ materially from those presented in
these forward-looking statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. Applica undertakes no
obligation to publicly revise these forward-looking statements to reflect events or circumstances
that arise after the date hereof. Among the factors that could cause plans, actions and results to
differ materially from current expectations are, without limitation:
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the failure to obtain approval of the merger from Applica shareholders; |
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disruption from the merger making it more difficult to maintain relationships
with customers, employees or suppliers; |
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claims by NACCO Industries, Inc. and HB-PS Holding Company, Inc. related to
the termination of their merger agreement with Applica; |
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changes in the sales prices, product mix or levels of consumer purchases of
small household appliances; |
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bankruptcy of or loss of major retail customers or suppliers; |
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changes in costs, including transportation costs, of raw materials, key
component parts or sourced products; |
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fluctuation of the Chinese currency; |
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delays in delivery or the unavailability of raw materials, key component
parts or sourced products; |
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changes in suppliers; |
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exchange rate fluctuations, changes in the foreign import tariffs and
monetary policies, and other changes in the regulatory climate in the foreign
countries in which Applica buys, operates and/or sell products; |
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product liability, regulatory actions or other litigation, warranty claims or
returns of products; |
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customer acceptance of changes in costs of, or delays in the development of
new products; |
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increased competition, including consolidation within the industry; and |
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other risks and uncertainties detailed from time to time in Applicas
Securities and Exchange Commission (SEC) filings. |
In connection with the proposed transaction with affiliates of Harbinger Capital Partners,
Applica has filed a definitive proxy statement, proxy supplements, a Schedule 14d-9 recommendation
statement and amendments thereto with the SEC. Investors and security holders are urged to read the
definitive proxy statement, the proxy supplements, the Schedule 14d-9 recommendation statement, the
amendments thereto and any other relevant documents filed with the SEC in connection with the
proposed transaction because they contain important information about Applica, the proposed
transaction with affiliates of Harbinger Capital Partners, the NACCO tender offer and related
matters. The definitive proxy statement, several proxy supplements, the Schedule 14d-9
recommendation statement and several amendments thereto have been mailed to Applica shareholders
and a supplement explaining the increase in the purchase price and termination fee in the Harbinger
merger agreement described in this press release and an amended Schedule 14d-9 recommendation
statement will be mailed to Applicas shareholders.
Investors and security holders may obtain free copies of these documents as they become
available through the website maintained by the SEC at www.sec.gov. In addition, the documents
filed with the SEC may be obtained free of charge by directing such requests to Applica
Incorporated, 3633 Flamingo Road, Miramar, Florida 33027, Attention: Investor Relations ((954)
883-1000), or from Applica Incorporateds website at www.applicainc.com.
Applica Incorporated and its directors, executive officers and certain other members of
Applica management may be deemed to be participants in the solicitation of proxies from Applica
shareholders with respect to the proposed transaction. Information regarding the interests of these
officers and directors in the proposed transaction has been included in the proxy statement filed
with the SEC. In addition, information about Applicas directors, executive officers and members of
management is contained in Applicas most recent proxy statement and annual report on Form 10-K,
which are available on Applicas website and at www.sec.gov.
Black & Decker
® is a trademark of The Black & Decker Corporation, Towson, Maryland.