STR Amends and Extends Dutch Auction Tender Offer
18 Februar 2014 - 2:12PM
STR Holdings, Inc. (NYSE:STRI) (the "Company") today announced that
it has increased the minimum tender price in its modified "Dutch
auction" tender offer (the "Offer") to purchase up to $30,000,000
of shares of its common stock. As a result of comments from the
Securities and Exchange Commission, the Company has narrowed the
price range of the tender offer to between $1.35 and $1.54 per
share. Tendering stockholders may continue to use the Letter of
Transmittal which was previously circulated. While that Letter of
Transmittal indicates that the Company is offering to pay $1.00 to
$1.54 per share, stockholders using that Letter of Transmittal will
nevertheless be subject to the increased minimum of $1.35 per
share. Any shares previously tendered at a price below $1.35 per
share shall be deemed to have been tendered at $1.35 per share.
The Company has also extended the expiration date for the tender
offer to 11:59 p.m., New York City time, on March 3, 2014. 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and may be withdrawn at any time prior to the expiration of the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 have been
distributed to stockholders.
The terms of the tender offer are set forth in the Company's
Amended Offer to Purchase, dated February 18, 2014 and the related
Letter of Transmittal.
Cowen and Company, LLC serves as dealer manager for the tender
offer. Georgeson Inc. serves as information agent for the tender
offer, and Broadridge Financial Solutions, Inc. serves 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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