For immediate release Friday, October 20, 2000
COACHMEN INDUSTRIES, INC. AND MILLER BUILDING SYSTEMS, INC. ANNOUNCE COMPLETION
OF TENDER OFFER
Elkhart, Indiana--Coachmen Industries, Inc. ("Coachmen") and Miller Building
Systems, Inc. ("Miller") announced today that Coachmen's indirect wholly owned
subsidiary Delaware Miller Acquisition Corporation ("Merger Subsidiary") has
successfully completed its $8.40 per share, plus a future right to receive an
additional $.30 per share, cash tender offer for the shares of common stock of
Miller (NASDAQ: MBSI). The tender offer expired on October 19, 2000, at 12:00
Midnight, New York City time.
"This acquisition is an integral part of our strategic plan to expand our core
businesses both internally and externally," said Claire C. Skinner, Chairman and
Chief Executive Officer of Coachmen. "As we welcome the Miller family into the
Coachmen family, we look forward to the many opportunities for synergies among
our modular companies that will result in improved efficiencies in the short and
long term and increase shareholder value."
Based on information provided by the Depositary, 2,956,962 shares of Miller
common stock had been tendered, including approximately 21,086 shares tendered
by notice of guaranteed delivery. After giving effect to the results of the
tender offer, Merger Subsidiary will own approximately 2,956,962 shares of
Miller common stock, or approximately 96 percent of the total shares
outstanding. Payment for the shares accepted will be made promptly and, in the
case of shares tendered by guaranteed delivery procedures, promptly after timely
delivery of shares and required documentation.
Merger Subsidiary will place $.30 per share in escrow with Bank One, to be
invested in short-term U.S. government interest-bearing securities. Upon the
satisfaction of certain legal claims involving Miller, the amount remaining in
escrow will be distributed to Miller's shareholders, net of all costs, charges
and expenses incurred.
In accordance with Section 253 of the Delaware General Corporation Law, Merger
Subsidiary expects to complete the merger with Miller on or about October 31,
2000, with Miller as the surviving corporation. Unless shareholders elect to
exercise their appraisal rights under Delaware law, each remaining common share
of Miller will be converted into the right to receive $8.40 in cash, and an
additional $.30 per share will be deposited into escrow. Miller's transfer agent
will forward to shareholders who did not tender their shares in the tender offer
detailed instructions regarding how to surrender their stock certificates in
order to receive the merger consideration.
Miller designs, manufactures, markets and services factory-built buildings.
These factory-built buildings are modular and mobile buildings, which are
generally movable and relocate-able, and designed to meet the specialized needs
of a wide variety of users.
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Coachmen is the nation's largest builder of modular housing and a leading
full-line producer of recreational vehicles. The company is publicly held with
its stock listed on the New York Stock Exchange (NYSE) under the COA ticker
symbol.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF MILLER BUILDING SYSTEMS, INC. COACHMEN INDUSTRIES, INC. AND
DELAWARE MILLER ACQUISITION CORPORATION HAVE FILED A TENDER OFFER STATEMENT WITH
THE U.S. SECURITIES AND EXCHANGE COMMISSION AND MILLER BUILDING SYSTEMS, INC.
HAS FILED A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER.
For more information:
Rich Allen, Corporate Communications, Coachmen Industries, Inc.
Phone: 219-262-0123 (Elkhart, IN)
Email: [email protected]
Internet Web Site: www.coachmen.com
