Cooper-Standard Holdings Inc. (OTCBB: COSH), the parent company of Cooper Standard Automotive, a leading global supplier of automotive sealing, fuel and brake and fluid transfer systems, today announced the preliminary results of its cash tender offer to purchase up to 4,651,162 shares of its common stock, which expired at 12:00 midnight, New York City time, at the end of the day on May 2, 2013.
Based on the preliminary count by Computershare, the Company’s depositary for the tender offer, a total of 6,008,921 shares of the Company’s common stock were properly tendered and not properly withdrawn in the tender offer, including 122,175 shares that were tendered through notices of guaranteed delivery. Based on these preliminary results, the tender offer is oversubscribed and the Company expects to accept for payment, on a pro rata basis, 4,651,162 shares of its common stock at a purchase price of $43.00 per share, for an aggregate cost of approximately $200 million. The Company has been informed by the depositary for the tender offer that the preliminary proration factor for the tender offer is approximately 77.4 percent. This preliminary proration factor is subject to change based on a number of factors including, among others, the actual number of tendered shares which satisfy the guaranteed delivery procedures.
The number of shares to be purchased by the Company represents approximately 26.1 percent of the Company’s outstanding shares of common stock as of April 30, 2013.
The number of shares to be purchased and the proration factor under the tender offer are preliminary. Final results will be determined following the expiration of the guaranteed delivery period subject to confirmation by the depositary of the proper delivery of the shares validly tendered and not validly withdrawn. The actual number of shares to be purchased and the proration factor will be announced following the completion of the confirmation process. Payment for the shares accepted for purchase will commence promptly thereafter. Any shares validly tendered and not purchased due to proration or conditional tenders will be returned at the Company’s expense promptly to the tendering stockholder.
All inquiries about the tender offer should be directed to D.F. King & Co., Inc. toll free at (800) 659-6590 (banks and brokers may call collect at (212) 269-5550).