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.
Pursuant 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.
The 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.
If 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 interest in Schuff International through their minority equity interests in Witherspoon, Inc.
A special committee of Schuff International's Board of Directors comprised of independent directors has been formed to evaluate the proposal. No assurance can be given as to whether any transaction will occur or as to the timing or terms of any transaction.
Schuff International is a fully integrated fabricator and erector of structural steel and heavy steel plate. Schuff International fabricates and erects structural steel for commercial and industrial construction projects such as high- and low-rise buildings and office complexes, hotels and casinos, convention centers, sports arenas, shopping malls, hospitals, dams, bridges, mines, and power plants. Schuff International also manufactures short- and long-span joists, trusses, and girders as well as specializes in the fabrication and erection of large-diameter water pipe, water storage tanks, pollution control scrubbers, tunnel liners, pressure vessels, strainers, filters, separators, and a variety of customized projects.
Any offer to purchase or solicitation of an offer to sell Schuff International's outstanding shares shall only be made pursuant to the documents mailed to all stockholders of the company at no expense to them. These documents (including an offer to purchase, a letter of transmittal and other offer documents) contain important information and should be read carefully before any decision is made with respect to the tender offer.
More information may be obtained from Georgeson Shareholder, the Information Agent for the offer, at 1-888-264-7035.
This press release and statements made by Schuff International, Inc. in reports to its stockholders, as well as oral public statements by Schuff International, Inc. representatives, may contain certain forward-looking information that is subject to certain risks and uncertainties that could cause actual results to differ materially from those projected.
Contact:
Schuff International, Inc.
Michael R. Hill, 602-417-8865