MEMPHIS, Tenn., June 28, 2017 /PRNewswire/ -- Safety Supply Corporation ("Safety Supply"), parent company to Radians,
"An acquisition of Ironclad is consistent with our strategy of pursuing companies that are a good strategic fit with our business model and that we believe will enhance the overall value for the company," said Mike Tutor, Safety Supply's President and Chief Executive Officer. "We are confident in our ability to quickly complete the transaction given that we have the necessary sources of funds required to pay the purchase price in cash."
Tutor continued, "Safety Supply is committed to a transaction with Ironclad, and we believe that our offer represents a compelling opportunity for Ironclad shareholders and reflects both Ironclad's potential value and its current operational challenges. Our strong preference has been and continues to be to work constructively with the Ironclad Board to reach a mutually agreeable transaction, but our attempts to do so have been met with complete silence from Ironclad."
"In this challenging environment, we believe Ironclad's unwillingness to even discuss our proposal exposes its shareholders to significant risk and uncertainty. We urge the Ironclad Board to act in the best interests of its shareholders by meeting with us to begin negotiating a transaction without delay," Tutor concluded.
The full text of the letter sent to Mr. Clayton is as follows:
June 27, 2017
Mr. Vane Clayton
Chairman of the Board of DirectorsIronclad Performance Wear Corporation1920 Hutton CourtFarmers Branch, TX 75234
Dear Mr. Clayton:
Safety Supply Corporation has sent a letter and attempted to reach you to enter into a negotiated transaction with Ironclad Performance Wear Corporation (the "Company") that would create immediate value for all of the Company's shareholders. Yet, neither you nor anyone at the Company have responded to our all-cash offer, which represents a premium over the Company's reported share price as of the date of this letter. Unfortunately, you have left us no choice but to make your shareholders aware of our proposal.
We believe our offer presents a viable exit strategy for your shareholders that is very attractive in comparison with the Company continuing to operate. It is obvious that the Company has not been effective in managing its business. A bloated corporate overhead expense structure coupled with a poor operating performance, weak earnings and a stock that is dramatically underperforming the market only crystallizes our view that the Company's value proposition model has ended and is at risk for further decline. In comparison, our offer provides an opportunity for your shareholders to achieve a premium over the current market value.
Safety Supply has available sources of cash on hand and credit facilities to complete the proposed transaction.
Pursuing this transaction is of the highest priority to us, and we are confident that the proposed transaction can be completed without any meaningful impediment or delay. Our proposal is non-binding and remains, among other things, subject to satisfactory completion of due diligence, the negotiation, execution and delivery of definitive documents, approval by your Board of Directors, and shareholders, and receipt of any required regulatory approvals.
When presented with our proposal, which is unanimously supported by our Board, we are confident that the Company's shareholders will embrace it. Safety Supply is uniquely positioned to quickly evaluate and finalize this transaction, allowing your shareholders to receive immediate and certain liquidity at a premium. Although we have indicated repeatedly that we prefer to negotiate a transaction with the Company, you have refused to make a counterproposal or otherwise negotiate or provide any constructive feedback. As such, we have determined that making your shareholders aware of our proposal, particularly our all-cash proposal, is now necessary given the Company's failure to respond to our inquiries.
We hope that, in the best interests of your shareholders, we can begin negotiating a transaction without delay.
Mike TutorPresident and Chief Executive Officer
About Safety Supply
Safety Supply Corporation is a privately held entity and the parent company of Radians, Inc., a manufacturer of quality safety eyewear, RadWear™ high visibility apparel, rainwear, hearing protection, hand protection, head gear, cooling products, heated jackets, eyewash stations, and lens cleaning systems. Radians has partnered with highly respected companies including DSM Dyneema, DEWALT® and BLACK+DECKER™ to provide high performance personal protection products. Their brands include Crossfire® by Radians, Arctic RadWear®, Nordic Blaze™, and VisionAid®. An ISO 9001:2008 certified leader in the PPE industry, the company has additional facilities in Reno, NV, Thomasville, NC, British Columbia, and the United Kingdom. For more information, visit www.Radians.com. Founded in 1997, Radians is headquartered in Memphis, Tennessee.
Cautionary Statement Regarding Forward-Looking Statements
This release contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements. You should not place undue reliance on forward-looking statements. All such statements speak only as of the date made, and Safety Supply undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. No tender offer for the shares of Ironclad has commenced at this time. This communication is not a substitute for any proxy statement, tender offer document or other document Safety Supply and/or Ironclad may file with the SEC in connection with the proposed transaction
INVESTORS AND SECURITY HOLDERS OF IRONCLAD ARE URGED TO READ THE PROXY STATEMENT, TENDER OFFER DOCUMENTS OR OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement (if and when available) will be mailed to shareholders of Ironclad. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC through the web site maintained by the SEC at http://www.sec.gov. This communication does not constitute a solicitation of a proxy from any shareholder of Ironclad.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/safety-supply-submits-letter-to-ironclad-regarding-potential-acquisition-300481344.html
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