Jun 16 2010
AZZ incorporated ("AZZ") (NYSE: AZZ), a manufacturer of electrical products and a provider of galvanizing services, today announced the successful completion of the tender offer by its indirect wholly-owned subsidiary, Big Kettle Merger Sub, Inc., for all outstanding shares of common stock of North American Galvanizing & Coatings, Inc. ("NGA") (Nasdaq: NGA) at a price of $7.50 per share, net to the seller in cash, without interest. The tender offer expired at 5:00 p.m., Central Daylight Saving Time, on Monday, June 14, 2010.
The depositary for the tender offer has advised AZZ that, as of the expiration of the tender offer, approximately 12,900,591 shares were validly tendered and not withdrawn in the tender offer, representing approximately 77% of NGA's issued and outstanding shares. All validly tendered shares have been accepted for payment in accordance with the terms of the tender offer. The depositary also has advised AZZ that it has received commitments to tender approximately 117,395 additional shares under the guaranteed delivery procedures for the tender offer.
AZZ expects to complete the acquisition of NGA promptly through the merger of Big Kettle Merger Sub, Inc. with and into NGA in accordance with the Agreement and Plan of Merger by and among AZZ, Big Kettle Merger Sub, Inc. and NGA, dated as of March 31, 2010 (the "Merger Agreement"). Based on the number of shares accepted for payment in the tender offer, AZZ will not need to obtain consent or affirmative votes from any other NGA stockholder to give effect to the merger. Following the merger, NGA will be a wholly owned subsidiary of AZZ. Under the Merger Agreement, all remaining publicly held shares (other than shares held by holders who properly exercise their appraisal rights under applicable Delaware law, subject to certain agreements among AZZ, Big Kettle Merger Sub, Inc. and NGA set forth in Amendment No. 1 to the Merger Agreement) will be acquired for $7.50 per share, net to the holder in cash, without interest, in the merger.