Houston Wire & Cable Company to be Acquired by OmniCable in $91 Million Transaction - Seite 2

Transaction Details

Under the terms of the agreement, HWCC stockholders will receive $5.30 in cash for each share of common stock they own. In addition, each stock-based equity award outstanding under the Company’s stock and deferred compensation plans will be cancelled in exchange for $5.30. No consideration will be paid for stock options, all of which have exercise prices above the merger price.

The agreement includes a 30-day "go-shop" period expiring on April 24, 2021, which permits HWCC’s Board of Directors and advisors to solicit alternative acquisition proposals from third parties. HWCC will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance that this “go-shop” will result in a superior proposal, and HWCC does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or is otherwise required.

The transaction is expected to close following HWCC’s Annual Meeting of Stockholders, scheduled for May 25, 2021, subject to customary closing conditions, including approval by HWCC stockholders. Upon completion of the transaction, HWCC common stock will no longer be listed on any public market.

Fourth Quarter and Full Year 2020 Financial Results

Separately, later today HWCC intends to file its 2020 Annual Report on Form 10-K, which will contain its fourth quarter and full year 2020 financial results. The Form 10-K will be available on the “Investor Relations” section of the HWCC website, as well as from the SEC.

Advisors

William Blair & Company, L.L.C. and Johnson Rice & Company, L.L.C. are serving as financial advisors to HWCC, and Schiff Hardin LLP is serving as legal counsel. Lewis Rice LLP is serving as legal counsel to OmniCable.

About HWCC

With 45 years’ experience in the industry, Houston Wire & Cable Company, an industrial distributor, is a large provider of wire and cable and fastener products in the U.S. market. Headquartered in Houston, Texas, the Company has sales and distribution facilities strategically located throughout the United States.

Comprehensive value-added services include same-day shipping, knowledgeable sales staff, inventory management programs, just-in-time delivery, logistics support, customized online ordering capabilities and 24/7/365 service.

About OmniCable

Omni Cable, LLC (OmniCable) is a premier redistributor of wire and cable, electrical products, and value-added services. OmniCable empowers our industry to be successful by providing an exceptional experience through operational excellence, accuracy and precision, and a partnership approach. Stocking locations include Philadelphia, PA; Atlanta, GA; Boston, MA; Charlotte, NC; Chicago, IL; Denver, CO; Houston, TX; Los Angeles, CA; San Francisco, CA; Seattle, WA; St. Louis, MO, Tampa, FL, Cincinnati, OH, and Toronto, ON.