July 10, 2013
Smith & Wesson Holding Corporation
(NASDAQ Global Select Market: SWHC), a leader in firearm manufacturing and design, today announced that it has increased the purchase price to be paid in its previously announced fixed-price cash tender offer (the "Offer") from
per share to
per share for an aggregate purchase price of up to
. As a result of the increase to the purchase price, the company has decreased the maximum number of shares it is offering to purchase in the Offer. The company also extended the expiration date of the Offer to 12:00 midnight,
New York City
time, on the evening of
July 23, 2013
. The Offer otherwise remains subject to all previously announced terms and conditions.
The company announced on
June 13, 2013
that its Board of Directors had approved the repurchase of up to
of the company's outstanding common stock, including the repurchase for cash of up to
of common stock by way of a fixed-price issuer tender offer, with the remaining authorized balance to be repurchased in open market or privately negotiated transactions.
The increased purchase price of
per share represents an increase of 10% over the original
per share purchase price and a premium of approximately 18.3% to the closing price of
June 13, 2013
, the last full trading day before the company announced its intention to commence the Offer.
A Supplement to the Offer to Purchase, the Amended Letter of Transmittal, and other Offer materials reflecting the amended terms of the Offer will be promptly filed with the Securities and Exchange Commission and forwarded to the company's stockholders. Tenders of shares must be made on or prior to the expiration of the Offer and may be withdrawn at any time on or prior to the expiration date of the Offer. Stockholders who have already tendered shares in the Offer will receive the benefit of the
per share purchase price and need not take any action in order to do so. In addition, stockholders who have already tendered shares in the Offer may withdraw their tender at any time on or prior to the expiration date of the Offer.
The depositary for the Offer has informed Smith & Wesson that, as of
Tuesday, July 9, 2013
, 64,680 shares have been tendered and not withdrawn.
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell securities. The Offer is being made only pursuant to the terms and subject to the conditions contained in the Offer to Purchase, the Supplement to the Offer to Purchase, the Amended Letter of Transmittal, and related Offer materials. Those materials are available to Smith & Wesson Holding Corporation stockholders at no expense to them. In addition, all of those materials, and all other Offer documents filed with the SEC, are available at no charge on the SEC's website at www.sec.gov. Additionally, the stockholders may obtain the Offer documents at no charge by contacting the information agent, Innisfree M&A Incorporated, toll-free at (888) 750-5834 (banks and brokers may call collect at (212) 750-5833). Stockholders are urged to carefully read these materials prior to making any decision with respect to the Offer. Cowen and Company, LLC is serving as dealer manager for the Offer.
About Smith & Wesson
Smith & Wesson Holding Corporation (NASDAQ Global Select Market: SWHC) is a U.S.-based leader in firearm manufacturing and design, delivering a broad portfolio of quality firearms, related products, and training to the global military, law enforcement, and consumer markets. The company's brands include Smith & Wesson®, M&P® and Thompson/Center Arms™. Smith & Wesson facilities are located in
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