FEATHERLITE, INC.
ANNOUNCES MERGER AGREEMENT WITH
UNIVERSAL TRAILER HOLDINGS CORP.
Featherlite shareholders to receive $6.50 per
share; total transaction valued at approximately $108.6
million
CRESCO,
Iowa, July 27, 2006 – Featherlite, Inc. (Nasdaq: FTHR), a leading
manufacturer and marketer of specialty aluminum trailers,
transporters and luxury motorcoaches, announced today that it has
signed a definitive agreement to merge with a subsidiary of
Universal Trailer Holdings Corp. of Cincinnati, Ohio, a corporation
with majority ownership by Dubin Clark & Company, a private equity
investment firm.
Under the terms of the agreement, a subsidiary of
Universal Trailer will merge with and into Featherlite, Featherlite
will become a wholly-owned subsidiary of Universal Trailer, and
Featherlite shareholders will receive $6.50 in cash for each
outstanding share of Featherlite common stock. This price
represents a 52.9% premium over the closing price of Featherlite
stock on July 26, 2006. The aggregate consideration to be paid to
Featherlite shareholders and option and warrant holders is
approximately $79.5 million, and Universal Trailer will assume
approximately $29.1 million in debt obligations.
A special committee of Featherlite’s outside
directors has approved the merger. The merger is expected to be
completed by October 31, 2006 and is subject to various conditions,
including shareholder approval, the expiration of the applicable
waiting period under the Hart-Scott-Rodino Act, the closing of debt
financing arrangements, the effectiveness of the agreement between
Universal Trailer and Featherlite Coaches, Inc. referred to below,
and other customary closing conditions. A special meeting of
Featherlite shareholders will be announced following preparation and
filing of proxy materials with the Securities and Exchange
Commission.
In addition, Featherlite Coaches, Inc., a
newly-formed company controlled by Conrad Clement, Featherlite’s
Chairman, President and CEO, Tracy Clement, Featherlite’s Executive
Vice President, and Bulk Resources, Inc., has entered into a
definitive agreement with Universal Trailer to purchase the assets
and assume substantially all of the liabilities of Featherlite’s
motorcoach division immediately following the closing of the merger
with Featherlite. Featherlite is not a party to this agreement and
does not own any equity of Featherlite Coaches. The closing of the
merger between Featherlite and Universal Trailer is subject to the
agreement between Featherlite Coaches and Universal Trailer
remaining in full force and effect.
“We are very pleased to announce that Featherlite
will be teaming with Universal Trailer to form the nation’s premiere
trailer company,” Featherlite President and CEO Conrad Clement said.
“We have been exploring alternatives to enhance shareholder value
and build the strategic strength of the Company since January of
this year. We believe this merger offers an excellent value for our
shareholders and great new opportunities for Featherlite employees
and dealers.
“The Featherlite brand stands for the highest
quality and innovation in aluminum specialty trailers. We are
honored to have played a role since 1988 in building a loyal
customer base and the most extensive dealer network in the industry.
Now the Company is ready to begin a new era as part of the Universal
Trailer team. The joining of these two firms anticipates a bold
future of product innovation and ever-expanding services to its
customers,” Clement commented.
Tom Frey, CEO of Universal Trailer, stated,
“Universal Trailer has become the largest specialty trailer company
through building a family of brands offering great value across a
broad range of price points. We’re excited about the addition of the
excellent Featherlite brand to that family.”
Universal Trailer expects to retain the
Featherlite trailer manufacturing locations and dealer network.
Houlihan Lokey Howard & Zukin acted as financial
advisor, and Fredrikson & Byron, P.A. served as legal advisor, to
Featherlite. Faegre &
Benson served as legal advisor to the special committee of outside
directors. Rothschild, Inc. acted as financial advisor and Bingham
McCutchen LLP as legal advisor for
Universal Trailer.
NEWS CONFERENCE
Featherlite has scheduled a news conference for 11 a.m. Central
Daylight Time on Thursday, July 27, 2006 at the Featherlite
corporate headquarters at the junction of Highways 63 & 9, Cresco,
Iowa. Media are asked to call Nicole Ausdemore at 800-870-1231 ext.
1109 if attending. A mult-box/press box will be available to media.
NEWS CONFERENCE SIMULCAST
Investors, as well as Featherlite and Universal Trailer dealers and
customers, can hear the news conference live. Interested parties in
U.S. and Canada can dial toll free 866-409-4300. Those in other
countries can dial toll free 404-260-5388. Your conference
participant code is 56784596#.
The conference audio will be archived and can be heard on the web
starting on July 28, 2006 at
www.fthr.com. Click on “Investor Relations.”
About Featherlite
With more than 75 percent of its
business in the leisure, recreation and entertainment categories,
Featherlite®, Inc. has highly diversified product lines offering
hundreds of standard model and custom-designed aluminum specialty
trailers, specialized transporters, mobile marketing trailers and
luxury motorcoaches. For more information about the Company, please
visit
www.fthr.com.
About Universal Trailer Holdings
Corp.
Universal Trailer Holdings Corp.
and its subsidiaries offer customers a diversified family of trailer
brands that include Haulmark, Exiss, Sooner and Miley. For more
information about Universal Trailer, please visit
www.universaltrailer.com.
This press release contains forward-looking
statements within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. In some cases,
forward-looking statements can be identified by words such as
“believe,” “expect,” “anticipate,” “plan,” “potential,”
“continue” or similar expressions. Forward-looking statements also
include the assumptions underlying or relating to any of the
foregoing statements. Such forward-looking statements are based
upon current expectations and beliefs and are subject to a number of
factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
The forward-looking statements contained in this press release
include statements about future financial and operating results and
the proposed transaction.
These statements are not guarantees of future
performance, involve certain risks, uncertainties and assumptions
that are difficult to predict, and are based upon assumptions as to
future events that may not prove accurate. Therefore, actual
outcomes and results may differ materially from what is expressed
herein. For example, if Featherlite does not receive required
shareholder or governmental approvals or fails to satisfy other
conditions to closing, the transaction will not be consummated. In
any forward-looking statement in which Featherlite or Universal
Trailer expresses an expectation or belief as to future results,
such expectation or belief is expressed in good faith and believed
to have a reasonable basis, but there can be no assurance that the
statement or expectation or belief will result or be achieved or
accomplished. The following factors, among others, could cause
actual results to differ materially from those described in the
forward-looking statements: the risk that the Featherlite and
Universal Trailer businesses will not be integrated successfully;
costs related to the proposed merger; failure of the Featherlite
shareholders to approve the proposed merger; and other economic,
business, competitive and/or regulatory factors affecting
Featherlite’s and Universal Trailer’s businesses generally,
including those set forth in Featherlite’s filings with the
Securities and Exchange Commission, or SEC, including its Annual
Report on Form 10-K for the most recent fiscal year, its most recent
Quarterly Report on Form 10-Q, and its Current Reports on Form 8-K.
All forward-looking statements included in this press release are
based on information available to Featherlite on the date hereof.
Featherlite undertakes no obligation (and
expressly disclaims any such obligation) to update forward-looking
statements made in this press release to reflect events or
circumstances after the date of this press release or to update
reasons why actual results could differ from those anticipated in
such forward-looking statements.
This press release does not constitute a solicitation by Featherlite or its board
of directors, special committee or executive officers or any approval or action
of its shareholders. Featherlite intends to file a proxy statement and other
relevant documents concerning the proposed transaction with the SEC.
Shareholders are urged to read the proxy statement, and any other relevant
documents filed with the SEC, carefully when
they become available because they will contain important information about
the companies and the proposed transaction. Featherlite's officers and
directors may be deemed to be participants in the solicitation of proxies from
the shareholders of Featherlite with respect to the transactions contemplated
by the merger agreement. You will be able to obtain free copies of these
documents at the website maintained by the
SEC at www.sec.gov, and at Featherlite’s website, www.fthr.com.
|
This
is the reliable 
Kodiak
Disc Brakes 
.jpg)