STR Holdings, Inc. (NYSE:STRI) (the "Company") today announced that
it is commencing a "modified Dutch auction" self-tender offer to
repurchase for cash up to $30 million of shares of its common stock
at a price per share no greater than $1.54 nor less than $1.00,
that will enable the Company to purchase the maximum number of
shares of common stock having an aggregate purchase price not
exceeding $30 million. The NYSE closing price of the Company's
common stock on January 30, 2014, was $1.47 per share.
The tender offer will expire at 11:59 p.m., New York City time,
on Friday, February 28, 2014, unless extended or withdrawn by the
Company. Tenders of shares must be made prior to the
expiration of the tender offer and may be withdrawn at any time
prior to the expiration of the tender offer, in each case in
accordance with the procedures described in the Offer to Purchase,
the Letter of Transmittal and other documents related to the tender
offer that are being distributed to stockholders.
A "modified Dutch auction" self-tender offer allows stockholders
to indicate how many shares and at what price within the Company's
specified range (in increments of $0.05 per share) they wish to
tender. When the tender offer expires, based upon the number
of shares tendered and the prices specified by the tendering
stockholders, the Company will determine the purchase price, which
will be the lowest price per share within the range that will
enable the Company to purchase $30 million of its common stock (or
a lower amount if the offer is not fully subscribed). The
Company also reserves the right to purchase up to an additional 2%
of its shares outstanding pursuant to and without amending or
extending the tender offer.
All shares accepted for payment will be purchased at the same
purchase price, regardless of whether a stockholder tendered such
shares at a lower price within the range. Stockholders will
receive the purchase price in cash, less any applicable withholding
taxes and without interest, for shares properly tendered (and not
properly withdrawn) at prices equal to or less than the purchase
price, subject to the conditions of the tender offer, including
provisions relating to "odd lot" priority and proration in the
event that the aggregate cost to purchase all of the shares
tendered at or below the purchase price exceeds $30
million. These provisions are described in the Offer to
Purchase relating to the tender offer that is being distributed to
stockholders. All shares tendered at prices above the purchase
price will not be purchased and will be returned promptly to
stockholders.
The Company will use a portion of its available cash and cash
equivalents to fund the repurchase of shares in the tender
offer. The tender offer is not conditioned upon obtaining
financing or any minimum number of shares being tendered; however,
the tender offer is subject to a number of other terms and
conditions, which are specified in the Offer to Purchase.
Our directors, executive officers and affiliates are entitled to
participate in the Offer on the same basis as all other
stockholders. Each of the following directors, Dennis L.
Jilot, our Chairman of the Board, Andrew M. Leitch, our Chairman of
the Audit Committee, and Dominick J. Schiano has advised us that he
intends to tender all or a portion of his shares in the
Offer. In addition, Susan C. Schnabel, our Lead Director and
our Chairman of the Nominating and Corporate Governance Committee,
who is a member of the investment committee of DLJ Merchant Banking
Partners, an affiliate of Credit Suisse Securities (USA) LLC, has
advised us that DLJ Merchant Banking Partners IV, L.P. and
affiliated parallel investment vehicles (collectively, the "DLJ
Investment Entities") intend to tender all or a portion of the
shares beneficially owned by them in the Offer. Each of the
following directors, Scott S. Brown, Robert M. Chiste, John A.
Janitz, our Chairman of the Compensation Committee, and Robert S.
Yorgensen, our President and Chief Executive Officer, and our other
executive officers have informed us that they do not intend to
tender any shares in the Offer; provided however, that John A.
Janitz has a pecuniary interest in certain shares held by a DLJ
Investment Entity which may tender all or a portion of its shares
in the Offer. The equity ownership of our directors, executive
officers and affiliates who do not tender their shares in the Offer
will proportionately increase as a percentage of our outstanding
common stock following the consummation of the Offer.
Cowen and Company, LLC will serve as dealer manager for the
tender offer. Georgeson Inc. will serve as information agent
for the tender offer, and Broadridge Financial Solutions, Inc. will
serve as depositary for the tender offer. For more information
about the tender offer, please contact Georgeson Inc. toll-free at
+1 888-877-5373.
While the Company's Board of Directors authorized the tender
offer, it has not made and will not be making any recommendation to
the Company's stockholders as to whether to tender or refrain from
tendering their shares or as to the price or prices at which
stockholders may choose to tender their shares. Stockholders
must make their own decision as to whether to tender their shares
and, if so, how many shares to tender and the price or prices at
which to tender them. Stockholders are urged to discuss their
decision with their tax advisors, financial advisors and/or
brokers.
The discussion of the tender offer contained in this
press release is for informational purposes only, and this press
release is neither an offer to purchase nor a solicitation of an
offer to sell shares. The offer to purchase and the
solicitation of the shares will be made only pursuant to the Offer
to Purchase, the Letter of Transmittal, and other related
materials, which the Company will distribute to stockholders, at no
expense to stockholders. Stockholders should read those
materials and the documents incorporated therein by reference
carefully when they become available because they will contain
important information, including the various terms and conditions
of the tender offer. The Company will file a Tender Offer
Statement on Schedule TO with the U.S. Securities and Exchange
Commission (the "SEC"). The Tender Offer Statement, including
the Offer to Purchase, the Letter of Transmittal, and other related
materials, will also be available to stockholders at no charge on
the SEC's website at www.sec.gov or from the information agent for
the tender offer, Georgeson, Inc. Stockholders are urged to read
those materials carefully prior to making any decisions with
respect to the tender offer.
About STR
STR Holdings, Inc. is a provider of encapsulants to the
photovoltaic module industry. Further information about STR
Holdings, Inc. can be obtained via the Company's website at
www.strsolar.com.
Forward-Looking Statements
This press release and any oral statement made in respect of the
information in this press release contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. This press release contains forward-looking
statements that involve a number of risks and
uncertainties. These include statements about the "modified
Dutch auction" self-tender offer and related share repurchase,
including the expected timing of the tender offer. Such statements
are subject to inherent risks and uncertainties. These
forward-looking statements present the Company's current
expectations and projections relating to its financial condition,
results of operations, plans, objectives, future performance and
business and are based on assumptions that the Company has made in
light of its industry experience and perceptions of historical
trends, current conditions, expected future developments and other
factors management believes are appropriate under the
circumstances. However, these forward-looking statements are not
guarantees of future performance or financial or operating results.
In addition to the risks and uncertainties discussed in this press
release, the Company faces risks and uncertainties that include,
but are not limited to, the following: (1) the potential impact of
pursuing strategic alternatives; (2) the potential impact of any
merger or acquisition transactions or the dissolution and
liquidation of our Company; (3) our potential inability to obtain
satisfactory orders from Chinese module manufacturers for our new
encapsulant products or to enter into satisfactory outsource
arrangements with China-based encapsulant manufacturers on a timely
basis or at all; (4) customer concentration in our business and our
relationships with and dependence on key customers; (5)
technological changes in the solar energy industry or our failure
to develop and introduce or integrate new technologies could render
our encapsulants uncompetitive or obsolete, particularly in China;
(6) incurring losses for the foreseeable future; (7) our operations
being subject to political and economic uncertainties in China; (8)
limited legal recourse in China if disputes arise; (9) the
potential inability to protect our intellectual property during the
outsourcing of our products; (10) our ability to increase our
market share; (11) product pricing pressures and other competitive
factors; (12) excess capacity in the solar supply chain; (13) the
extent to which we may be required to write off accounts
receivable, inventory or other assets; (14) trade complaints and
lawsuits diminishing the growth of the solar industry; (15) demand
for solar energy in general and solar modules in particular; (16)
the extent and duration of the current downturn in the global
economy; (17) the impact negative credit markets may have on us or
our customers or suppliers; (18) the timing and effects of the
implementation of government incentives and policies for renewable
energy, primarily in China and the United States; (19) the effects
of the announced reductions to solar incentives in Germany and
Italy; (20) operating new manufacturing facilities and increasing
production capacity at existing facilities; (21) volatility in
commodity costs, such as resin or paper used in our encapsulants,
and our ability to successfully manage any increases in these
commodity costs; (22) our dependence on a limited number of
third-party suppliers for raw materials for our encapsulants and
materials used in our processes; (23) our reliance on vendors and
potential supply chain disruptions, including those resulting from
bankruptcy filings by customers or vendors; (24) potential product
performance matters and product liability; (25) our ability to
protect our intellectual property; (26) the impact of changes in
foreign currency exchange rates on financial results, and the
geographic distribution of revenues and earnings; (27) maintaining
sufficient liquidity in order to fund future profitable growth and
long-term vitality; (28) outcomes of litigation and regulatory
actions; and (29) the other risks and uncertainties described under
"Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and in subsequent
periodic reports on Forms 10-K, 10-Q and 8-K. You are urged to
carefully review and consider the disclosure found in our filings
which are available on http://www.sec.gov or
http://www.strsolar.com. Should one or more of these risks or
uncertainties materialize, or should any of these assumptions prove
to be incorrect, actual results may vary materially from those
projected in these forward-looking statements. We undertake no
obligation to publicly update any forward-looking statement
contained in this release, whether as a result of new information,
future developments or otherwise, except as may be required by
law.
CONTACT: Joseph C. Radziewicz
Vice President and Chief Financial Officer
STR Holdings, Inc.
(860) 763-7014, x7437
joseph.radziewicz@strholdings.com
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