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Schuff International Announces Tender Offer by Witherspoon Corp.
Schuff International Announces Tender Offer by Witherspoon Corp..
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[{"type":"text","content":"PHOENIX--Feb. 22, 2006--Schuff International, Inc. (OTC:SHFK), a family of companies providing fully integrated steel construction services, today announced that Witherspoon Acquisition Corp., a collectively owned subsidiary of D. E. Shaw Laminar Portfolios, L.L.C.; a member of the D. E. Shaw group (\"Laminar\"), and Plainfield Special Situations Master Fund Limited (\"Plainfield\"); commenced a tender offer on February 21, 2006 with the intent to acquire all of the outstanding shares of common stock of Schuff International, Inc. for $8.50 per share in cash.\r\n\r\nPursuant to a Contribution Agreement, dated February 21, 2006, among Witherspoon, Inc. (the parent of Witherspoon Acquisition Corp.), Laminar, Plainfield, David A. Schuff (Chairman), Scott A. Schuff (President and CEO) and certain Schuff family trusts, the Schuff family holders have agreed to tender 1,220,000 shares into the tender offer and to contribute the remainder of their shares to Witherspoon, Inc. immediately after the completion of the tender offer. Laminar and Plainfield also have agreed to contribute the shares of common stock they own to Witherspoon, Inc. The Schuff family holders, Laminar and Plainfield currently own approximately 79.2% of the outstanding common stock on a fully diluted basis.\r\n\r\nThe tender offer will remain open until 12:00 midnight, New York City time, on Monday, March 20, 2006, unless extended. The offer is conditioned upon, among other things, the tender of a majority of the shares of Schuff International's common stock not held by Laminar, Plainfield, the Schuff family holders and their affiliates, and the officers and directors of Schuff International, and, unless waived, the ownership by Witherspoon Acquisition Corp. of at least 90% of the outstanding shares of common stock on a fully diluted basis after giving effect to the tender offer and the contributions. Any shares not acquired in the tender offer are expected to be acquired in a subsequent \"short form\" merger transaction at the same per share cash price offered in the tender offer.\r\n\r\nIf the offer is successful and the \"short form\" merger is consummated, the Schuff family holders will maintain a controlling interest in Schuff International through their controlling equity interest in Witherspoon, Inc., and Laminar and Plainfield will own the remaining minority in...