Coleman Cable, Inc. and Technology Research Corporation Announce Acquisition Agreement
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TRC Shareholders to Receive $7.20 Per Share In Cash In $51.5 Million Transaction
Addition of TRC Power Management and Storage Business Will Broaden Coleman Product Portfolio
Acquisition Will Deliver Increased Scale to Enhance Coleman's Long-Term Growth
WAUKEGAN, Ill. and CLEARWATER, Fla., March 28, 2011 - Coleman Cable, Inc. (Nasdaq: CCIX) ("Coleman"), a leading manufacturer and innovator of electrical and electronic wire and cable products, and Technology Research Corporation (Nasdaq: TRCI) ("TRC"), a recognized leader in providing cost-effective engineered solutions for applications involving power management and control, intelligent battery systems technology and electrical safety products, today announced a definitive merger agreement.
Under the terms of the agreement, Coleman will acquire all of the outstanding shares of TRC for $7.20 per share in cash, in a transaction valued at approximately $51.5 million on a fully diluted basis. The cash consideration represents a premium of approximately 84.6 percent to TRC's closing share price on January 14, 2011, the last trading day before TRC announced its receipt of Coleman's indication of interest. The transaction will be funded with Coleman's cash on hand and existing borrowing facilities, and is not subject to any financing condition.
The agreement has been unanimously approved by the Boards of Directors of both companies. The Board of Directors of TRC recommends that TRC shareholders tender their shares in the tender offer contemplated by the merger agreement. Coleman owns 323,710 TRC shares, or approximately 4.9% of TRC's outstanding shares.
"TRC is an exceptional company with markets and products that are well-aligned with our business," said Gary Yetman, President and Chief Executive Officer of Coleman. "With the addition of TRC's power management and storage business, we will further diversify our portfolio to provide a wider range of electrical solutions to benefit our customers. We firmly believe this transaction will deliver meaningful value to Coleman shareholders while providing additional opportunities for employees of the combined company. We have enjoyed working with the TRC management team to reach agreement on a mutually beneficial transaction and anticipate a seamless integration for all of the combined company's stakeholders."
Raymond Malpocher, TRC's lead independent Director stated, "We are excited to have TRC join a long-standing partner and industry leader. This merger will allow TRC to leverage its technology in power management and power storage with Coleman's broad marketing and distribution capabilities, enhancing the growth prospects of the entire enterprise. This merger represents an excellent opportunity for our shareholders, customers, and employees."
Under the terms of the agreement, it is anticipated that Coleman will commence a tender offer for all of the outstanding shares of TRC on April 11, 2011. The tender offer will not be closed until the conclusion of the "go shop" period described below. If the first step tender offer is successfully completed, Coleman will acquire any of the TRC common shares not tendered in the tender offer through a second step merger transaction in which the remaining shares of TRC are converted into a right to receive the same consideration per share as paid in the tender offer.
TRC has exempted the transactions contemplated by the merger agreement from its shareholder rights plan adopted on January 18, 2011. The tender offer transaction, which is subject to customary closing conditions, is expected to close within 45 to 60 days in the absence of a superior proposal.
As contemplated by the merger agreement, TRC, with the assistance of its independent advisors, will solicit superior proposals from third parties during the next 45 days. TRC does not anticipate disclosing any developments regarding this process unless and until its Board of Directors makes a decision with respect to a potential superior proposal. There is no assurance that this process will result in a superior proposal. Coleman will terminate its tender offer if TRC accepts a superior proposal and terminates the merger agreement in accordance with its terms.
Advisors
William Blair & Company, LLC is acting as financial advisor, Winston & Strawn LLP is acting as legal advisor and Gunster is acting as Florida counsel to Coleman. Hyde Park Capital is acting as financial advisor and Hill, Ward & Henderson, P.A. is acting as legal advisor to TRC. Houlihan Lokey also provided financial advice to TRC's Board of Directors with respect to the transaction.
About Coleman Cable, Inc.
Coleman Cable, Inc. is a leading manufacturer and innovator of electrical and electronic wire and cable products for the security, sound, telecommunications, electrical, commercial, industrial, and automotive industries. With extensive design and production capabilities and a long-standing dedication to customer service, Coleman Cable, Inc. is the preferred choice of cable and wire users throughout the United States. For more information, please visit www.colemancable.com.
About Technology Research Corporation
Technology Research Corporation is a recognized leader in providing cost-effective engineered solutions for applications involving power management and control, intelligent battery systems technology and electrical safety products based on its proven ground fault sensing and Fire Shield® technology. These products are designed, manufactured and distributed to the consumer, commercial and industrial markets worldwide. TRC also supplies power monitors and control equipment to the United States Military and its prime contractors. More information is available at www.trci.net.
SOURCE Coleman Cable, Inc.; Technology Research Corporation
Media / Investor Contacts
For Coleman Cable, Inc.
Coleman Cable, Inc.
Richard N. Burger
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
(847) 672 -2300
For Technology Research Corporation
Technology Research Corporation
Robert D. Woltil
Chief Financial Officer
(727) 812-0551
Joele Frank, Wilkinson Brimmer Katcher
Steve Frankel / Tim Lynch
(212) 355-4449
DF King & Co., Inc.
Tom Long
(212) 493-6920
Toll Free: (800) 848-2998
Web Site: www.trci.net
