Habasit and Summa Announce Consummation of Tender Offer
10 Oktober 2006 - 12:30PM
PR Newswire (US)
REINACH-BASEL, Switzerland and TORRANCE, Calif., Oct. 10
/PRNewswire-FirstCall/ -- Habasit Holding AG, a privately held
Swiss company, and Summa Industries (NASDAQ:SUMX) today jointly
confirmed that the initial acceptance period for the tender offer
by Habasit Holding USA, Inc., a wholly-owned subsidiary of Habasit,
for all of the outstanding shares of Summa common stock and related
withdrawal rights expired at 12:00 midnight, New York City time, on
Friday, October 6, 2006 without extension. According to the report
of the depositary for the tender offer, approximately 3,680,631
shares of Summa common stock have been tendered and not withdrawn,
including 23,091 shares of Summa common stock subject to guaranteed
delivery. Habasit Holding USA, Inc. has accepted for purchase all
shares tendered and not withdrawn in accordance with the terms of
the tender offer. As a result of the tender offer, Habasit Holding
USA, Inc. will own approximately 92.5 percent of Summa's
outstanding common stock. Habasit Holding USA, inc. will pay
promptly for the shares properly tendered and accepted, and in the
case of shares tendered by guaranteed delivery procedures, will pay
promptly after timely delivery of such shares and required
documentation. As previously disclosed, Habasit Holding USA, Inc.
expects to acquire the remaining shares of Summa not purchased by
Habasit Holding USA, Inc. in the tender offer through a short-form
cash merger pursuant to which Summa will become a wholly-owned
subsidiary of Habasit. In the merger, each share of Summa's
outstanding common stock (other than shares held by Habasit and its
subsidiaries and stockholders properly exercising dissenters'
rights) will be converted into the right to receive $15.00 per
share in cash, without interest and subject to required withholding
for taxes. Such a short-form merger would not require the approval
of or prior notice to Summa's board of directors or other
stockholders. Following the merger, detailed instructions will be
mailed to the remaining Summa stockholders outlining the steps that
stockholders who did not tender their shares in the tender offer
must take in order to obtain payment or exercise dissenters' rights
under Delaware law. Habasit Holding AG is a leading global producer
of high quality conveyor belts and power transmission belts.
Habasit's U.S. headquarters are located in Suwanee, Georgia. For
more information regarding Habasit, visit the company's website at
http://www.habasit.com/. Summa Industries manufactures proprietary
plastic components for industrial and commercial markets. For more
information regarding Summa, visit the company's website at
http://www.summaindustries.com/. DATASOURCE: Summa Industries;
Habasit Holding AG CONTACT: Jim Swartwout of Summa Industries,
+1-310-792-7024 Web site: http://www.summaindustries.com/
http://www.habasit.com/
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