SCOTTSDALE, Ariz. and WHITE PLAINS, N.Y., July 11, 2013 (GLOBE NEWSWIRE) -- iGO, Inc. (Nasdaq:IGOI) (the "Company") announced today that it has entered into a definitive Stock Purchase and Sale Agreement (the "Sale Agreement") with Steel Excel Inc. (Other OTC:SXCL) ("Steel"), pursuant to which Steel will commence a cash tender offer to purchase up to 44.0% of the outstanding shares of the Company's common stock on a fully-diluted basis at a price of $3.95 per share. The offer price represents a 71.7% premium to the Company's closing stock price on the NASDAQ of $2.30 on July 10, 2013. The Sale Agreement and the transactions contemplated thereby have been unanimously approved by the boards of directors of both companies.
The board of directors of the Company has unanimously agreed to recommend that the Company's stockholders tender their shares to Steel in the tender offer, subject to their fiduciary duties. Adage Capital Partners, L.P., one of the Company's principal stockholders, owning approximately 21.0% of the Company's outstanding common stock, has entered into a tender and voting agreement with Steel committing to tender all of its shares of the Company's common stock in the tender offer subject to proration for tenders by other stockholders."After careful and thorough analysis, together with the advice of our financial advisor, the Board has endorsed this transaction as being in the best interest of the Company and our stockholders," said Mr. Heil. "We are pleased that the transaction provides stockholders cash for part of their investment in the Company at a significant premium to the market price, while also enabling investors to retain equity in the Company and participate in its future direction under new stewardship." "iGO, Inc. has a superior brand, a reputation for delivering high quality products and a strong balance sheet," said Jack L. Howard, Steel Excel's principal executive officer. "We intend to work closely with the iGO employee team, our manufacturing and distribution partners and iGO's valued customers to together build our businesses and create value for our shareholders and all our constituents." It is anticipated that the tender offer will commence in the next two weeks, with closing anticipated approximately 30 days thereafter. Closing is subject to customary conditions, as well as the 30% minimum condition. There is no financing contingency. About iGO, Inc. iGO, Inc. offers a full line of innovative accessories for almost every mobile electronic device on the market. Whether a consumer wants to power, protect, listen to, share, cool, hold or connect to their device, iGO has the accessories they need.
Forward-looking statementsCertain statements made in this press release are "forward-looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as "believes," "expects," "may," "should," "intend" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. Such forward-looking statements include the ability of iGO, Inc. and Steel Excel Inc. to complete the transactions contemplated by the Sale Agreement, including the parties' ability to satisfy the conditions set forth in the Sale Agreement and the possibility of any termination of the Sale Agreement, and other statements regarding the timing and the closing of the tender offer and transactions contemplated by the Sale Agreement. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown, or unknown risks or uncertainties materialize, actual results could vary materially from iGO, Inc.'s or Steel Excel Inc.'s expectations and projections. Risks and uncertainties include, among other things, uncertainties as to the timing of the tender offer and the transactions contemplated by the Sales Agreement; uncertainties as to how many of iGO's stockholders will tender their stock in the tender offer; the possibility that various closing conditions to the tender offer and the transactions contemplated by the Sale Agreement may not be satisfied or waived, including that there is a material adverse change to iGo; other business effects, including effects of industry, economic or political conditions outside the company's control; as well as other cautionary statements contained in iGO, Inc.'s periodic reports filed with the Securities and Exchange Commission, including in its Annual Report on Form 10-K for the year ended December 31, 2012, as well as in Steel Excel Inc.'s periodic reports filed with the Securities and Exchange Commission, including in its Annual Report on Form 10-K for the year ended December 31, 2012. Neither iGO, Inc. nor Steel Excel Inc. undertake to update the disclosures made herein, and you are urged to read their respective filings with the Securities and Exchange Commission.
CONTACT: Tony Rossi Financial Profiles firstname.lastname@example.org Simon Coope MacKenzie Partners, Inc. (212) 929-5085 email@example.com Michael McNamara Steel Excel Inc. (212) 520-2356 firstname.lastname@example.org