Cooper-Standard Holdings Inc. (OTCBB: COSH), the parent company of Cooper Standard Automotive, a leading global supplier of systems and components for the automotive industry, today announced that it is commencing its previously announced cash tender offer to purchase up to 4,651,162 shares of its common stock, which represents approximately 21.0% of the company’s currently outstanding shares on a fully diluted basis, at a purchase price per share of $43.00. The tender offer will expire at 12:00 midnight, New York City time, at the end of the day on May 2, 2013, unless extended by the company. Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer, in each case, in accordance with the procedures described in the tender offer materials.
The purchase price for the common stock would be $200 million if the full number of shares is purchased. In addition, the company has reserved the right in the tender offer to purchase up to an additional 2% of its outstanding shares of common stock without amending or extending the offer. The company has incurred $175 million of indebtedness to finance the purchase of the shares in the tender offer. The balance of any amounts that may be necessary for the tender offer, and the related fees and expenses, is expected to be funded with existing cash on hand.
Holders of the company’s outstanding shares of convertible preferred stock and the company’s warrants may convert such preferred shares or warrants into common stock pursuant to their respective terms and participate in the common stock tender offer if they so desire.
The tender offer is subject to a number of terms and conditions, including that at least 2,906,976 million shares are tendered, but is not conditioned on receipt of financing. Shareholders whose shares are purchased in the tender offer will be paid the purchase price in cash, less any applicable withholding taxes and without interest, after the expiration of the tender offer.
Specific instructions and a complete explanation of the terms and conditions of the tender offer are contained in the offer to purchase and related materials mailed to shareholders beginning on April 5, 2013.
J.P. Morgan Securities LLC will serve as the dealer manager for the tender offer. D.F. King & Co., Inc. will serve as information agent for the tender offer and Computershare Trust Company, N.A. will serve as the depositary for the tender offer.
Neither Cooper Standard nor any of its board of directors, the dealer manager, information agent or depositary in connection with the proposed tender offer, is making any recommendation to shareholders as to whether to tender or refrain from tendering shares in the proposed tender offer. Shareholders must decide how many shares they will tender, if any.
Shareholders will be able to obtain copies of the offer to purchase, related materials filed by the company as part of the statement on Schedule TO and other documents filed with the Securities and Exchange Commission through the SEC’s internet address at www.sec.gov without charge when these documents become available. Shareholders and investors may also obtain a copy of these documents, as well as any other documents the company has filed with the SEC, without charge, from the company or at the company’s website: cooperstandard.com. Shareholders are urged to carefully read these materials prior to making any decision with respect to the tender offer. Shareholders and investors who have questions or need assistance may call J.P. Morgan Securities LLC toll-free at 877-371-5947 or D.F. King & Co., Inc. toll free at (800) 659-6590 (banks and brokers may call collect at (212) 269-5550).
