Maxim Crane Works Board Approves Dutch Auction Tender Offer
June 4, 2007 • Maxim Crane Works Holdings, Inc.,
The number of shares proposed to be purchased in the tender offer represents approximately 24.5 percent of the company's outstanding shares. Maxim anticipates that the purchase will be financed from borrowings under a new credit facility to be entered into prior to the expiration of the tender offer.
Terms and Conditions
On the terms and subject to the conditions of the offer, Maxim Crane Works will purchase shares at the aforementioned per share prices in increments of $0.25 per share, net to the seller in cash without interest for shares properly tendered and not properly withdrawn in the tender offer. The company will purchase shares tendered within such price range at a per share purchase price specified by each tendering holder, purchasing shares tendered at the lowest per share purchase price first.
If Maxim Crane Works has not purchased 2.5 million shares in aggregate at the lowest per share purchase price, then it will purchase shares tendered at the next lowest per share purchase price and will continue to purchase shares at each succeeding per share purchase price increment, from lowest to highest, until the company has purchased 2.5 million shares in aggregate. Holders of share equivalents, whose underlying shares are purchased in the tender offer, will receive cash in an amount equal to the difference between the per share purchase price at which such shares are tendered and the applicable per share exercise price.
Maxim Crane Works will purchase all shares properly tendered and not properly withdrawn in the tender offer below the maximum per share price that the company pays for any shares. However, if more than the number of shares the company seeks to purchase are properly tendered at or below such highest accepted purchase price, then it may purchase shares tendered at the highest accepted purchase price on a pro rata basis, as will be specified in the offer to purchase relating to the tender offer that will be distributed to stockholders. Only shares properly tendered at prices at or below the highest accepted purchase price that Maxim pays for any shares in the tender offer, and not properly withdrawn, will be purchased. Shares and share equivalents not purchased in the tender offer will be returned at the company's expense promptly following the expiration of the offer.
The tender offer is not subject to a minimum number of shares being tendered, but it is subject to placement of a new credit facility, as well as a number of other terms and conditions described in the offer to purchase that was distributed to stockholders.
The dealer manager for the tender offer is Goldman, Sachs & Co., and the information agent is D. F. King & Co., Inc. The depositary is American Stock Transfer & Trust Company.
