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Tufco Technologies, Inc. To Be Acquired By Griffin Holdings, LLC

Stocks in this article: TFCO

GREEN BAY, Wis., Dec. 20, 2013 (GLOBE NEWSWIRE) -- Tufco Technologies, Inc. (Nasdaq:TFCO) announced today that it has signed a definitive merger agreement with entities affiliated with Griffin Holdings, LLC ("Griffin"), which provides that Griffin entities will acquire Tufco for $6.07 per share in cash pursuant to a cash tender offer and second step merger. The Board of Directors of Tufco has unanimously approved the transaction and recommended that Tufco's stockholders tender their shares in the tender offer. Bradford Venture Partners, L.P., Tufco's largest stockholder, has agreed to tender in the tender offer shares representing 14.9% of Tufco's outstanding shares as of the date hereof.

The price per share represents a premium of 19.0% over the closing share price on December 20, 2013, and 17.8% over the 90-day volume-weighted average closing share price as of the same day. In addition, the price per share represents a premium of 42.8% over the current 52-week-low closing share price, which occurred on December 26, 2012.

"This transaction will deliver to Tufco's stockholders certainty of value and liquidity, immediately upon closing," said Jim Robinson, Tufco's President and CEO and a member of its Board of Directors. "Tufco's board of directors arrived at the decision to enter into a transaction with Griffin after a thorough review of Tufco's strategic alternatives, which included the contacting of numerous strategic parties and financial sponsors, as part of an extensive competitive bidding process. We believe that Griffin clearly understands our markets and that this transaction will allow Tufco to continue to focus on delivering high quality products and services to our customers. We look forward to the next phase of our company following the closing of the transaction."

Under the terms of the merger agreement, a subsidiary of Griffin will commence a cash tender offer to purchase all of the outstanding shares of Tufco's common stock for $6.07 per share within 20 days. The merger agreement provides that, as soon as practicable after the closing of the tender offer, any shares not tendered in the tender offer (other than shares for which appraisal is properly sought under applicable law) will be acquired in a second-step merger at the same cash price as paid in the tender offer. The closing of the tender offer is subject to customary terms and conditions, including the tender of a number of shares that constitutes at least a majority of Tufco's outstanding shares of common stock (on a fully diluted basis) and receipt by affiliates of Griffin of financing under definitive financing commitments delivered to Tufco. The merger agreement contains a provision under which Tufco has agreed not to solicit any competing offers for the company. The parties expect the tender offer to close promptly after the completion of the tender offer.

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