NuCO2 Inc. Announces End of 'Go Shop' Period With No Parties Designated as Excluded Parties
18 März 2008 - 1:54AM
PR Newswire (US)
STUART, Fla., March 17 /PRNewswire-FirstCall/ -- NuCO2 Inc.
(NASDAQ:NUCO) announced today that the "go shop" process conducted
on its behalf by UBS Securities LLC, NuCO2's financial advisor,
pursuant to the Agreement and Plan of Merger, announced January 30,
2008, among NuCO2 and affiliates of Aurora Capital Group has ended.
During the "go shop" process, UBS contacted over 40 potential
strategic and financial sponsors regarding their interest in
pursuing a transaction, and no proposal was received that
constitutes, or could reasonably be expected to result in, a
proposal superior to that contemplated by the merger agreement. As
a result, no parties have been designated as excluded parties under
the terms of the merger agreement. Pursuant to the merger
agreement, NuCO2 had the right to solicit and negotiate alternative
proposals for a 45-day period following the date of the merger
agreement. With the expiration of the "go shop" period, NuCO2 is
continuing to work closely with Aurora and UBS to complete the
merger in a timely manner, subject to the satisfaction of the
conditions set forth in the merger agreement and in Aurora's debt
financing commitment, which remains in effect. About NuCO2 NuCO2
Inc. is the leading and only national provider of bulk CO2 products
and services to the U.S. fountain beverage industry. With service
locations within reach of virtually all of the fountain beverage
users in the Continental U.S., NuCO2's experienced professionals
comprise the largest network of sales and support specialists in
the industry serving national restaurant chains, convenience
stores, theme parks and sports and entertainment complexes, among
others. NuCO2's revenues are largely derived from the installation,
maintenance and rental of bulk CO2 systems and delivery of beverage
grade CO2, which are increasingly replacing high pressure CO2,
until now the traditional method for carbonating fountain
beverages. The technology offers consistent quality, greater ease
of operation, and heightened efficiency and safety utilizing
permanently installed on-site cryogenic storage tanks. NuCO2
provides systems and services that allow its customers to spend
more time serving their customers. Visit NuCO2's website at
http://www.nuco2.com/ . Additional Information NuCO2 will file with
the Securities and Exchange Commission ("SEC") and mail to its
shareholders a proxy statement, which will contain information
about NuCO2, Aurora Capital Group, the proposed merger and related
matters. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT
CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT
INFORMATION THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING A
DECISION ABOUT THE MERGER. In addition to receiving the proxy
statement from NuCO2 by mail, shareholders will also be able to
obtain the proxy statement, as well as other filings containing
information about NuCO2, without charge, from the SEC's website
(http://www.sec.gov/) or, without charge, from NuCO2 by contacting
NuCO2's proxy solicitor, MacKenzie Partners, Inc., toll-free at
(800) 322-2885, collect at (212) 929-5500 or via e-mail at . This
announcement is neither a solicitation of proxy, an offer to
purchase nor a solicitation of an offer to sell shares of NuCO2.
NuCO2 and its directors, executive officers and other members of
management may be deemed to be participants in the solicitation of
proxies from NuCO2's shareholders in connection with the proposed
transaction. Information about NuCO2 and its directors and
executive officers, and their ownership of NuCO2's securities, is
set forth in NuCO2's proxy statements and Annual Reports on Form
10-K, previously filed with the SEC, and will be set forth in the
proxy statement relating to the merger when it becomes available.
Forward-Looking Statements This release may contain forward-looking
statements within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. These
statements can generally be identified by words such as "believes,"
"expects," "plans," "intends," "projects," "forecasts," "may,"
"will," "should," or "anticipates," or the negative thereof or
comparable terminology, or by discussions of vision, strategy or
outlook. We are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed in or
implied by these statements. Factors that could cause actual
results to differ from those projected include, but are not limited
to, the following: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, (2) the inability to complete the merger due to the
failure to obtain shareholder approval or the failure to satisfy
other conditions to the completion of the merger, including the
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and the failure to receive other
required regulatory approvals, and (3) the failure to obtain the
necessary debt financing arrangements set forth in commitment
letters received in connection with the merger. Our forward-looking
statements contained herein speak only as of the date hereof, and
we make no commitment to update or publicly release any revisions
to forward-looking statements in order to reflect new information
or subsequent events, circumstances or changes in expectations.
DATASOURCE: NuCO2 Inc. CONTACT: Michael E. DeDomenico, Chairman and
CEO, or Robert R. Galvin, CFO and Executive Vice President,
+1-772-221-1754, both of NuCO2 Inc. Web site: http://www.nuco2.com/
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