Apr 15, 2015
LOUDON, Tenn., April 15, 2015 (GLOBE NEWSWIRE) -- Malibu Boats, Inc. (Nasdaq:MBUU) ("Malibu Boats" or the "Company") today announced the final results of its "modified Dutch auction" tender offer for the purchase for cash of up to $70.0 million of shares of its class A common stock, par value $0.01 per share (the "Class A Common Stock"), including shares of Class A Common Stock issued upon exchange of limited liability company interests (the "LLC Units") of Malibu Boats Holdings, LLC, a Delaware limited liability company, subject to acceptance by the Company of such shares of Class A Common Stock underlying the LLC Units (the shares of Class A Common Stock, including shares of Class A Common Stock issued upon exchange for LLC Units, defined as the "Shares"), which expired at 12:00 midnight, New York City time, on Thursday, April 9, 2015.
Based on the final count by American Stock Transfer & Trust Company, LLC, the depositary ("Depositary") for the tender offer, a total of 8,340,419 Shares (including Shares underlying outstanding LLC Units) were validly tendered and not validly withdrawn at the purchase price of $21.00 per Share.
In accordance with the terms and conditions of the tender offer and based on the final count by the Depositary, the Company accepted for purchase 3,333,333 Shares (including Shares underlying outstanding LLC Units) at a purchase price of $21.00 per Share, for an aggregate cost of approximately $70.0 million, excluding fees and expenses relating to the tender offer. As more than 3,333,333 Shares were tendered at the purchase price of $21.00 per Share, the Company accepted for purchase only a prorated portion of the Shares (including Shares underlying outstanding LLC Units) tendered by each tendering shareholder, except for odd lot tenders, which were accepted in full, and except for certain conditional tenders automatically regarded as withdrawn, as described in the Company's Offer to Purchase, dated March 13, 2015, as amended. Based on the final count, and accounting for the effect of odd lot priority on the proration factor, the Depositary has informed the Company that the proration factor for the tender offer is approximately 39.94% of Shares (including Shares underlying outstanding LLC Units) validly tendered and not validly withdrawn. The Shares (including Shares underlying outstanding LLC Units) accepted for purchase in the tender offer represent approximately 14.7% of the total number of Shares (including Shares underlying outstanding LLC Units) not held by the Company issued and outstanding as of March 31, 2015. Based on these numbers, and following settlement of the tender offer, the Company will have approximately 19.3 million Shares (including Shares underlying outstanding LLC Units) not held by the Company issued and outstanding. Based on these numbers, and following settlement of the tender offer, the Company will have approximately 14.9 million shares of its Class A Common Stock issued and outstanding, approximately 4.4 million LLC Units not held by the Company issued and outstanding and approximately 14.9 million LLC Units held by the Company issued and outstanding.
The Depositary will promptly pay for the Shares accepted for purchase pursuant to the tender offer and will return all other Shares tendered and not purchased.
Wells Fargo Securities, LLC acted as dealer manager for the tender offer.
Malibu Boats is a leading designer, manufacturer and marketer of performance sport boats, with the #1 market share position in the United States since 2010. The Company has two brands of performance sport boats, Malibu Boats and Axis Wake Research (Axis). Since inception in 1982, the Company has been a consistent innovator in the powerboat industry, designing products that appeal to an expanding range of recreational boaters and water sports enthusiasts whose passion for boating and water sports is a key aspect of their lifestyle.
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as "anticipate," "believe," "estimate," "expect," "may," "might," "will," "would," "could" or "intend." Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in the Company's filings with the SEC.
Article taken from: Malibu Boats