Exhibit (a)(5)(iv)
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| NEWS RELEASE
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NACCO Industries, Inc. |
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5875 Landerbrook Drive l Cleveland, Ohio 44124-4069
Tel. (440) 449-9600 l Fax (440) 449-9577 |
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For Immediate Release
Wednesday, January 3, 2007 |
NACCO INDUSTRIES, INC. INCREASES TENDER OFFER PRICE
FOR APPLICA TO $7.75 PER SHARE, AMENDS CONDITIONS TO THE OFFER
RESPONDS TO SHAREHOLDER INQUIRIES
CLEVELAND, OH, January 3, 2007 NACCO Industries, Inc. (NYSE: NC) announced today that through an
indirect, wholly owned subsidiary, it has increased the offer price in its cash tender offer to
purchase all of the issued and outstanding shares of common stock, par value $0.10 per share, of
Applica Incorporated (NYSE: APN) from $7.50 per share to $7.75 per share.
Apex Acquisition Corporation, NACCOs indirect, wholly owned subsidiary, will be filing an
amendment to its Schedule TO today with the Securities and Exchange Commission amending and
restating the conditions to its cash tender offer for all of Applicas shares. The amended and
restated conditions will reflect prior amendments to the conditions, amend certain other conditions
and delete a condition. The tender offer remains subject to various conditions, including the
tender of a majority of Applica shares, calculated on a fully diluted basis. The tender offer is
not subject to a financing contingency. The amendment will also extend the expiration date of the
offer to January 17, 2007 as a result of the price increase.
Applica has announced that it will reconvene the Special Meeting of its shareholders on January 4,
2007 to vote on the proposed Harbinger merger. Applica shareholders are urged to accept the NACCO offer at $7.75 per share.
NACCO has received various shareholder inquiries, in part due to the competing acquisition proposal
from certain entities affiliated with Harbinger Capital Partners
Master Fund I, Ltd., which we collectively refer to here as
"Harbinger." Accordingly, NACCO also released the following
information in a question and answer format.
Q. How does your current tender offer price compare to the price in Harbingers $7.50 per share
merger price?
A. Our current tender offer price exceeds Harbingers per share merger price by $0.25 per share.
Under the purported merger agreement between Applica and Harbinger, Harbinger has
the right to match our increased price of $7.75 per share. Harbinger has matched our tender offer
price on each of the three occasions on which we increased our tender offer price.
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We do not, however, concede that the matching right exists because we believe that the
Harbinger-Applica merger agreement was entered into in breach of our prior merger agreement with Applica
and have initiated litigation in Delaware on this and other issues. There can be no assurance that
our position will prevail in litigation or otherwise.
Q. Will you increase your tender offer price if Harbinger matches your increased tender offer
price?
A. While
we continue to desire to acquire Applica and will moniter the
situation, there
can be no assurance that we will increase our tender offer price. In
all events, we have no current intention of increasing our price if
Applica shareholders approve the purported Harbinger-Applica merger agreement. Based on publicly
available information, the Applica special shareholder meeting to vote on the Harbinger-Applica
transaction is scheduled to be reconvened on Thursday,
January 4, 2007, at 11:00 a.m. Florida time.
Q. If I voted for the adoption of the Harbinger-Applica merger agreement and want to change my
vote, can I?
A. Yes. According to Applicas proxy statement you can change your vote at any time before your
proxy is voted at the special meeting. You can change your vote by doing any of the following:
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delivering a written notice to the corporate secretary of Applica before the special
meeting is reconvened that states you revoke your proxy; |
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delivering a signed and dated new proxy card before the special meeting is
reconvened in accordance with the instructions included with the proxy card sent to you
by Applica; or |
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attending the special meeting when it is reconvened and voting in person. |
Simply attending the special meeting when it is reconvened will not revoke your proxy. If your
shares are held in street name by your broker, bank, dealer or other nominee, you must follow
instructions received from such broker, bank or nominee with the proxy statement you received from
Applica in order to revoke your vote or to vote at the special meeting once it is reconvened.
A special note to street name shareholders: Most street name shareholders can vote telephonically
or via the internet up to 11:59 p.m. Eastern Time the day prior to the special meeting. Simply
follow the instructions on the form of proxy sent to you by your bank or broker or call your bank
or broker with any questions.
Q. If I sold my shares but was a record holder on the record date, can I still vote or change my
vote?
A. Yes. According to Applicas proxy statement, if you transfer your shares of Applica common
stock after the record date but before the special meeting is reconvened, you retain the right to
vote at the special meeting.
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Q. The Applica Board has characterized your offer as highly conditional. Is it?
A. We amended the conditions to our offer on Tuesday, December 26, 2006 and again this morning and
believe our conditions are customary for tender offers. If the expiration date had been the date
of our last amendment, based on information available to us, we believe that all conditions to the
offer would have been satisfied, except for the conditions that (1) a majority of the outstanding
shares be tendered, (2) Applicas Board takes action to exempt our tender offer from Floridas
antitakeover laws, (3) the Harbinger-Applica merger agreement being terminated or a court ordering that the
Harbinger-Applica merger agreement is not binding on Applica, and (4) the Applica Board not recommending against
the tender offer. Only shareholders can take action that would satisfy the minimum share condition
described in condition (1). Applicas Board could take action to satisfy conditions (2) through
(4) and we urge that it do so in the proper exercise of its fiduciary duties.
While this is necessarily a matter of judgment, Harbingers obligations to complete the merger are
subject to what NACCO believes to be substantially equivalent conditions, including:
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approval by the holders of a majority of Applicas shares not beneficially owned by
Harbinger, |
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Applicas compliance in all material respects with its covenants with Harbinger,
which include restrictions on Applicas ability to modify its capital structure, |
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Applicas representations in its purported Harbinger-Applica merger agreement, including as
to the absence of a material adverse change in its business, financial conditions,
assets, liabilities or results of operations (subject to exceptions for industry and
general economic conditions that do not disproportionately affect Applica) and the
exemption from certain Florida antitakeover laws being true and correct in all material
respects, |
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the absence of litigation that Harbinger determines, following the advice from
counsel, presents a reasonable likelihood of a material adverse effect, and |
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the receipt of certain third-party consents, which have not been disclosed in
Applicas proxy materials. |
Q. When is the earliest you could purchase shares tendered for purchase pursuant to your offer?
A. Our offer was scheduled to expire on Tuesday, January 16, 2007. However, as a result of the
increased tender offer price, our offer is now scheduled to expire on Wednesday, January 17, 2007,
after which we will purchase shares tendered pursuant to our offer if the conditions to the offer
are satisfied or waived. If we were to amend the offer to increase the price or in some other
respects after January 3, 2007, we could, depending on the circumstances, be required to extend the
expiration date and purchase date.
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Q. How many shares have been tendered to you so far?
A. As of the close of business on
Friday, December 29, 2006, approximately 1,300 shares have been tendered pursuant to the tender
offer. We believe that most shareholders have not received, or only recently received,
our tender offer documents.
Q. What do you intend to do if Harbingers proposal is approved by shareholders?
A. We intend to vigorously pursue litigation against Harbinger and other parties based on our
belief that our July 2006 merger agreement with Applica was breached and that Harbinger entities
and other parties violated federal and state laws in connection with this transaction.
Questions regarding the tender offer or requests for offering materials should be directed to the
information agent, MacKenzie Partners, Inc., at (800) 322-2885. Offering materials are being filed
today by Apex Acquisition Corporation, an indirect, wholly owned subsidiary of NACCO, with the
Securities and Exchange Commission (SEC) and will be available on the SECs website at
http://www.sec.gov. Applicas shareholders are urged to read the offering materials filed by Apex
Acquisition Corporation, which contain important information.
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL,
WHICH MAY BE MADE ONLY PURSUANT TO THE TERMS OF THE OFFER TO PURCHASE AND RELATED LETTER OF
TRANSMITTAL INITIALLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 2006, AS
AMENDED. THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF,
HOLDERS OF APPLICA SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE
THEREOF WOULD NOT COMPLY WITH THE LAWS OF THAT JURISDICTION.
About NACCO
NACCO is an operating holding company with three principal businesses: lift trucks, housewares and
mining. NACCO Materials Handling Group, Inc. designs, engineers, manufactures, sells, services and
leases a comprehensive line of lift trucks and aftermarket parts marketed globally under the
Hyster® and Yale® brand names. NACCO Housewares Group consists of Hamilton Beach/Proctor-Silex, a
leading designer, marketer and distributor of small electric household appliances, as well as
commercial products for restaurants, bars and hotels, and The Kitchen Collection, Inc., a national
specialty retailer of kitchenware and gourmet foods operating under the Kitchen Collection® and Le
Gourmet Chef® store names in outlet and traditional malls throughout the United States. The North
American Coal Corporation mines and markets lignite coal primarily as fuel for power generation and
provides selected value-added mining services for other natural resources companies. Additional
information about NACCO is available at www.nacco.com.
The statements contained in the news release that are not historical facts are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. 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. NACCO 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
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and results to differ materially from current expectations are, without limitation: (i) whether the
conditions to the tender offer will be satisfied; (ii) developments in the pending litigation filed
by NACCO and a NACCO subsidiary against Applica and Harbinger related to the Harbinger-Applica merger agreement, additional litigation, if any, which may be commenced and the impact of any such
litigation on the tender offer; (iii) uncertainty as to what action the Applica Board will take
with respect to the tender offer and the potential consequences or any such action; (iv)
uncertainty as to what action, if any, Harbinger will take in response to the tender offer and the
potential consequences of any such action or failure to take action; and (v) general economic,
capital market and business conditions.
FOR QUESTIONS ABOUT THE TENDER OFFER, CONTACT:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
Toll-Free: (800) 322-2885 or,
Call Collect: (212) 929-5500
tenderoffer@mackenziepartners.com
ANALYSTS AND MEDIA CONTACT:
NACCO Industries, Inc.
Christina Kmetko
Manager Finance
(440) 449-9669
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