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 intends to commence a cash tender offer to purchase up to 4,651,162 shares of its common stock, representing up to approximately 21.0% of the company’s currently outstanding shares on a fully diluted basis, at a price per share of $43.00. This tender price represents a 14.5% premium to the year-to-date volume-weighted average price of $37.56 per share for the company’s common stock.
Jeffrey Edwards, Chief Executive Officer of Cooper Standard, stated, “The tender offer for our common stock at this level demonstrates our confidence in the future of Cooper Standard and we expect it to be accretive to future earnings per share. Moreover, we believe that the tender offer will benefit our stockholders by providing an efficient mechanism for those who desire to obtain liquidity at a premium over recent trading prices.”
The purchase price for the common stock would be $200 million if the full number of shares is purchased. In addition, the company expects to reserve 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 intends to incur up to $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 expected to commence during the week of April 1, 2013, or promptly thereafter, and will remain open for at least 20 business days. The tender offer will be subject to a number of terms and conditions, including that at least 2,906,976 million shares are tendered, but is not expected to be conditioned on receipt of financing. The full terms and conditions of the offer will be described in an offer to purchase and a related letter of transmittal, which will be distributed to the company’s stockholders when the tender offer is commenced.
The company expects that the dealer manager for the tender offer will be J.P. Morgan Securities LLC, the information agent for the tender offer will be D.F. King & Co., Inc., and the depositary for the tender offer will be Computershare Trust Company, N.A.
Neither Cooper Standard nor its board of directors, nor any dealer manager, information agent or depositary in connection with the proposed tender offer, is making any recommendation to stockholders as to whether to tender or refrain from tendering shares in the proposed tender offer. Stockholders must decide how many shares they will tender, if any.
Stockholders will be able to obtain copies of the offer to purchase, letter of transmittal and related materials that will be filed by the company with the Securities and Exchange Commission through the SEC’s internet address at www.sec.gov without charge when these documents become available. Stockholders who have questions, require assistance or require copies of tender offer documents, once available, may contact the information agent, D.F. King & Co., Inc., toll free at (800) 659-6590 (banks and brokers may call collect at (212) 269-5550).
