June 5, 2013
/PRNewswire/ -- The Hallwood Group Incorporated
(NYSE MKT: HWG)
corporation (the "Company"), today announced that on
June 4, 2013
the Company, Hallwood Financial Limited, a corporation organized under the laws of the
British Virgin Islands
("Parent"), and HFL Merger Corporation, a
corporation and a wholly owned subsidiary of the Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. Parent is controlled by
Anthony J. Gumbiner
, Chairman and Chief Executive Officer of the Company and Parent currently owns 1,001,575, or 65.7%, of the issued and outstanding shares of common stock, par value
per share, of the Company (such shares, collectively, the "Company Common Stock," and, each, a "Share").
As previously announced, on November 6, 2012, the Company received a proposal from Parent to acquire all of the outstanding shares of Company Common Stock that it does not beneficially own at a cash purchase price of
per share. On November 7, 2012, at the Company's regularly scheduled Board of Directors meeting, a special committee, consisting solely of independent and disinterested directors (the "Special Committee"), was formed to consider and negotiate the proposal and to make a recommendation to the Company's Board of Directors. Subsequently, the Special Committee retained its own independent legal representation and selected and engaged a financial advisor to assist in the review of the proposed transaction.
All of the members of the Board of Directors of the Company other than
Anthony J. Gumbiner
, acting upon the unanimous recommendation of the Special Committee, have (i) determined that it is in the best interests of the Company and its stockholders (other than Parent and Merger Sub), and declared it advisable, to enter into the Merger Agreement, (ii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger and (iii) resolved to recommend adoption of the Merger Agreement by the stockholders of the Company;
At the effective time of the Merger, each Share of Company Common Stock outstanding immediately prior to the effective time of the Merger and not already owned by Parent will receive
in cash, without interest.
Stockholders of the Company will be asked to vote on the adoption of the Merger Agreement at a special stockholders meeting that will be held on a date to be announced. The closing of the Merger is subject to a non-waivable condition that the Merger Agreement be adopted by (i) the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock entitled to vote on the adoption of the Merger Agreement, voting together as a single class, and (ii) the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock, voting together as a single class, excluding all shares of Company Common Stock owned by Parent, Merger Sub, Mr. Gumbiner or any of their respective affiliates (other than the Company and its subsidiaries), or by any director, officer or other employee of the Company or any of its subsidiaries.