PHOENIX, AZ–(Marketwired – Sep 26, 2014) – Schuff International, Inc. (PINKSHEETS: SHFK) (the “Company”) today announced that the independent Special Committee of the Board of Directors of the Company (the “Committee”) has released a supplement (the “Supplemental Statement”) to its position statement, dated September 5, 2014 (the “Prior Statement”), with respect to the unsolicited cash tender offer (the “Offer”) initiated on August 21, 2014 by HC2 Holdings, Inc. (“HC2”), the 70% stockholder of the Company, to purchase all of the issued and outstanding shares of common stock of the Company, par value $0.001 per share (collectively, the “Shares”), that HC2 does not currently own at a purchase price of $31.50 per Share, net in cash, without interest (the “Offer Price”).
The Supplemental Statement updates stockholders on certain events that have occurred since the date of the Prior Statement.
The Company has entered into a confidential agreement with a manufacturer to furnish, fabricate and erect the first structural steel package on a large-scale manufacturing plant in the United States (the “Project”). The initial structural steel package of the Project is anticipated to exceed 20,000 tons. The Project is the first phase of what is anticipated to be several large phases on the manufacturing plant. While the Company plans to bid on the other phases, there can be no assurance that the Company’s bids will be successful. Apart from any work on additional phases, the Project is expected to be one of five of the Company’s largest current projects. The Company believes that the Project will have a positive effect on its revenue, currently anticipated to be approximately ten percent or more for fiscal year 2014. There can be no assurances, however, that the anticipated positive effects on revenue will be achieved.
The Committee has been advised that certain directors and officers of the Company who are also stockholders of the Company have tendered their Shares pursuant to the Offer and do not intend to withdraw their previously tendered Shares. The members of the Committee have tendered their Shares in the Offer and currently do not intend to withdraw their previously tendered Shares.
As indicated in the Prior Statement, the Committee determined to express no opinion to the Company’s stockholders as to the Offer and to remain neutral with respect to the Offer. The Committee has not changed this position. The Committee believes that each stockholder should make an independent determination as to whether or not to tender Shares in the Offer or to withdraw Shares previously tendered in the Offer. No stockholder is obligated to tender Shares in the Offer.
The Committee urges each stockholder to make its, his, or her own decision regarding the Offer based on all of the available information, including the adequacy of the Offer Price in light of the stockholder’s own investment objectives, the stockholder’s views as to the Company’s prospects and outlook, the factors considered by the Committee as described in the Prior Statement, the events described in the Supplemental Statement and above, and any other factors that the stockholder deems relevant to its, his, or her investment decision. The Committee also urges each stockholder to consult with financial and tax advisors regarding the Offer and to read the Supplemental Statement, the Prior Statement and HC2’s Offer to Purchase and other Offer materials in full prior to making any decision regarding the Offer.
Notice to Investors
This communication is neither an offer to purchase nor a solicitation of an offer to sell any securities. A solicitation and offer to buy shares of the Company’s common stock is being made pursuant to an Offer to Purchase and related materials sent by HC2 to the stockholders of the Company. The Supplemental Statement and the Prior Statement contain important information that should be read carefully and considered before any decision is made with respect to the Offer. The Company has mailed to its stockholders copies of the Supplemental Statement and the Prior Statement (and the exhibits thereto).
Stockholders may obtain free copies of the Supplemental Statement and the Prior Statement and the exhibits thereto by directing a request to the Company, Attn: Scott D. Sherman, Vice President and General Counsel, telephone number: (800) 435-8528, email address: email@example.com.
The full text of the Supplemental Statement and the Prior Statement, as well as all exhibits thereto, is also available on the Company’s website, at www.schuff.com/schuff-international/investors/investor-news/.
About Schuff International, Inc.
Founded in 1976, Schuff International, Inc. and its family of steel companies is the largest steel fabrication and erection company in the United States. The Company offers integrated steel construction services from a single source. Professional services include design-build, design-assist, engineering, BIM participation, 3D steel modeling/detailing, fabrication, advanced field erection, joist and joist girder manufacturing, project management, and single-source steel management systems. Major market segments include industrial, public works, bridges, healthcare, gaming and hospitality, convention centers, stadiums, mixed-use and retail, transportation, and international projects.
The Company, which is headquartered in Phoenix, Arizona, owns and operates ten steel fabrication plants. The Company’s subsidiaries include Schuff Steel Company, with locations across the United States, Schuff Steel Management Company-Southwest, Inc., located in Mesa, Arizona and Aitken Inc. The Company also participates in a Panamanian joint-venture, Schuff Hopsa Engineering, which owns and operates a fabrication plant in Chilibre, Panama. The Company employs approximately 1,300 people throughout the country.
For more information, visit www.schuff.com/schuff-international/ or call (800) 435-8528.
Safe Harbor Statement
This press release contains certain statements that may be deemed to be forward-looking statements under federal securities laws, and the Company intends that such forward-looking statements be subject to the safe harbor created thereby. Forward-looking statements are based on the Company’s current expectations and are subject to risks, uncertainties, and assumptions, including the risk that the Offer or the transactions contemplated therein may not consummate. The forward-looking statements contained in this document are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. In light of these risks and uncertainties, the forward-looking events might or might not occur, which may affect the accuracy of forward-looking statements and cause the actual results of the Company to be materially different from any future results expressed or implied by such forward-looking statements. Stockholders are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statements contained herein.