Wabash National Corporation Completes Acquisition of Supreme Industries, Inc.
27 September 2017 - 3:07PM
Wabash National Corporation (NYSE:WNC), a diversified
industrial manufacturer and North America’s leading producer of
semi-trailers and liquid transportation systems, has completed the
acquisition of Supreme Industries, Inc. (NYSE American:STS), a
leading manufacturer of truck bodies, following a cash tender offer
by a subsidiary of Wabash National for all outstanding shares of
Supreme’s Class A and Class B common stock. The signing of the
definitive agreement was previously announced August 8, 2017.
“We are excited to add the Supreme business to our
company in order to leverage the urbanization and ecommerce trends
which are fueling a consumer preference for home delivery,” said
Chief Executive Officer Dick Giromini. “This acquisition is the
continuation of our growth and diversification strategy into the
rapidly growing final mile space. Wabash intends to be at the
forefront of the final mile evolution in the transportation market,
and the addition of Supreme to our portfolio advances that
strategy. I welcome the Supreme associates to the Wabash team.”
The depositary for the tender offer has advised
Wabash National that at the completion of the offering period at
12:01 a.m. Eastern Time, on September 27, 2017, stockholders of
Supreme had validly tendered 14,074,879 Class A Shares and
1,656,466 Class B Shares (including shares tendered through notices
of guaranteed delivery), representing an aggregate of approximately
91.67% of Supreme’s outstanding shares as of such time (or
approximately 90.88% of outstanding shares excluding notices of
guaranteed delivery). The shares tendered in the offer were
sufficient under the Delaware General Corporation Law for a
subsidiary of Wabash National to merge with and into Supreme after
the completion of the tender offer and for Supreme to become a
wholly owned subsidiary of Wabash National without a vote of
Supreme’s stockholders. Shares validly tendered and not properly
withdrawn during the offering period have been accepted for payment
and will be paid promptly. As a result of the merger that followed
the tender offer, each Share not tendered and accepted for payment
in the offer (other than those Shares with respect to which the
holders properly exercise appraisal rights and Shares held by
Wabash National or a subsidiary of Wabash National) has been
converted into the right to receive $21 net to the seller in cash,
without interest thereon and subject to applicable withholding
taxes.
As a result of the acquisition, Supreme became a
direct wholly owned subsidiary of Wabash National and Supreme’s
shares will cease to be traded on the NYSE American.
About Wabash National Corporation
Wabash National Corporation (NYSE:WNC) is a diversified industrial
manufacturer and North America’s leading producer of semi-trailers
and liquid transportation systems. Established in 1985 in
Lafayette, Indiana, the company manufactures a diverse range of
products, including: dry freight and refrigerated trailers,
platform trailers, bulk tank trailers, dry and refrigerated truck
bodies, truck-mounted tanks, intermodal equipment, aircraft
refueling equipment, structural composite panels and products,
trailer aerodynamic solutions, and specialty food grade and
pharmaceutical equipment. Its innovative products are sold under
the following brand names: Wabash National®, Beall®, Benson®,
Brenner® Tank, Bulk Tank International, DuraPlate®, Extract
Technology®, Garsite, Progress Tank, Supreme®, Transcraft®, Walker
Engineered Products, and Walker Transport. Learn more at
www.wabashnational.com.
Safe HarborThis press release
contains certain forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements convey Wabash National’s current expectations or
forecasts of future events. All statements contained in this press
release other than statements of historical fact are
forward-looking statements. These forward-looking statements
include, among other things, all statements regarding Wabash
National’s acquisition of Supreme Industries. These and other
forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those implied by the forward-looking statements. Risks and
uncertainties include, among others, the successful integration of
Supreme into Wabash National’s business subsequent to the closing
of the transaction; adverse reactions to the proposed transaction
by customers, suppliers or strategic partners; dependence on key
personnel and customers; reliance on proprietary technology;
management of growth and organizational change; risks associated
with litigation; uncertain economic conditions, including the
possibility that customer demand may not meet our expectations;
risks in implementing and sustaining improvements in Wabash
National’s manufacturing operations and cost containment;
dependence on industry trends; and competitive actions in the
marketplace. Readers should review and consider the various
disclosures made by Wabash National in this press release and its
reports to its stockholders and periodic reports on Forms 10-K and
10-Q.
Media Contact: Dana StelselCorporate
Communications Manager(765)
771-5766dana.stelsel@wabashnational.com
Investor Relations: Mike Pettit
Vice President – Finance and Investor Relations (765) 771-5581
michael.pettit@wabashnational.com
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