Toyota Industries Corporation (Tokyo Stock Exchange: 6201) (“TICO”) today announced the successful completion of the tender offer by Industrial Components and Attachments II, Inc., an indirect wholly owned subsidiary of TICO, for all outstanding common shares of Cascade Corporation (NYSE: CASC) (“Cascade”) for $65.00 per share (the “Offer”). The Offer expired at 12:00 midnight, New York City time, on Wednesday, March 27, 2013. Based on preliminary information provided by the depositary, as of the expiration of the Offer, 10,276,861 shares of common stock of Cascade were validly tendered and not properly withdrawn (including 491,605 shares tendered pursuant to notices of guaranteed delivery), representing approximately 91.8% of the outstanding shares. All of such shares have been accepted for payment in accordance with the terms of the Offer.
The waiting period applicable to the Offer and the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), expired on March 26, 2013. On March 27, 2013, the Antitrust Division notified TICO and Cascade that it had decided to close its investigation of the purchase of the shares and the merger. Accordingly, the condition of the Offer relating to the expiration or termination of the HSR Act waiting period was satisfied.
TICO, together with its subsidiaries, intends to make prompt payment for the shares of common stock of Cascade validly tendered in the Offer. TICO will then purchase additional shares from Cascade pursuant to the merger agreement and complete and close the merger and acquisition of Cascade without the approval of Cascade’s remaining shareholders. All outstanding shares of common stock of Cascade, other than shares owned by TICO, Purchaser or Cascade (or any of their respective subsidiaries), will be canceled and converted into the right to receive cash equal to the $65.00 offer price per share without interest thereon and less any applicable withholding taxes. In addition, upon consummation of the merger, the common stock of Cascade will cease to be traded on the New York Stock Exchange.