According to executives at Litex Industries, the board of directors of Craftmade International has agreed to recommend a cash tender offer in which Litex’s subsidiary (Litex Acquisition #1, LLC) will offer to purchase all outstanding shares of Craftmade’s common stock for a price of $4.25 per share. The offer is expected to be initiated on or about October 11 and the offer and withdrawal rights are scheduled to expire on or about November 8, unless the offer is extended. Craftmade’s favorable recommendation is subject to certain conditions.
Litex’s executives said, “We are excited about adding the Craftmade and Woodard brands to our product offerings. We believe this company has great long-term potential, but that its markets continue to suffer through the worst economic conditions in the company’s history, and these economic conditions are expected to persist for a while. Therefore we believe our offer provides Craftmade’s stockholders with immediate cash value that exceeds what the company could reasonably expect to deliver on its own, particularly given current uncertain market conditions and execution risks inherent in Craftmade’s stand-alone strategy.”
Craftmade’s chairman of the board, James Ridings commented, “We have been very happy with Craftmade’s ability to grow market share in its specialty markets during this downturn. We have always assured our stockholders we would consider any alternative that could maximize shareholder value.” He added, “Given the extended downturn in the housing market and our other markets and their delayed return to historical levels, we believe the price of this tender offer is fair, and our board is recommending that our shareholders accept this offer.”
The Litex tender offer of $4.25 per share represents approximately a 112-percent premium to Craftmade International’s closing share price on October 6, and approximately a 60-percent premium to Craftmade’s 60-day average closing price ending October 6, 2011. The tender represents a total equity value of approximately $24,456,000.
The offer has several conditions that must be met, and the complete offer to purchase, the letter of transmittal, Craftmade’s recommendation, and other offering documents are expected to be released on or about October 11.
