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Exhibit (a)(13)
[LOGO]
PRESS RELEASE 1/2
October 27, 2000
For immediate release
Wyant Corporation Announces Agreement Regarding Tender Offer
Bridgewater NJ: October 27, 2000 -- Wyant Corporation (NasdaqSC: "WYNT")
announced today that Perkins Papers Ltd., a Canadian corporation ("Parent") and
Perkins Acquisition Corp., a New York corporation ("Purchaser") have agreed to
proceed with the tender offer to acquire all outstanding shares of common stock
of Wyant Corporation (the "Company") at a price of $4.00 per share in cash. As
described below, this agreement will require certain approvals by the Securities
and Exchange Commission ("SEC"). In order to obtain these approvals, the
Purchaser is extending its offer to 12:00 midnight, New York City time, on
Monday, November 13, 2000. The tender offer was previously scheduled to expire
at 12:00 midnight on Thursday, October 26, 2000.
As of the close of business on October 26, 2000, approximately 2,198,250
shares, including guaranteed deliveries, of Wyant Corporation common stock have
been validly tendered and not withdrawn pursuant to the tender offer,
representing approximately 96.8% of the 2,270,617 shares of common stock issued
and outstanding.
Wyant Corporation also announced that Purchaser and Parent have
renegotiated their agreement with Mr. James A. Wyant, the Vice Chairman of the
Board and Corporate Secretary of Wyant Corporation and the largest holder of the
Company's common stock. Mr. Wyant is also the holder of 1,333,333 shares of
Class E Exchangeable Preferred Stock (the "Class E Preferred Stock") of Wood
Wyant Inc., a wholly owned subsidiary of the Company. The Class E Preferred
Stock is exchangeable, on demand and without additional consideration, for
shares of Wyant Corporation's common stock on a one-for-one basis. Under a Stock
Purchase Agreement dated August 30, 2000, and as more particularly described in
the Offer to Purchase, Perkins agreed to purchase from Mr. Wyant all of his
shares of Class E Preferred stock at a purchase price of $4.00 per share in
cash. As a result of the discovery of the accounting irregularities at Wyant
Corporation's Tennessee subsidiary, IFC Disposables, Inc., Parent and Purchaser
have determined that the aggregate consideration that they should pay to acquire
the Company should be reduced. The Company has argued against this conclusion
and in support of maintaining the $4.00 per share price to be paid to all
holders of the Company's common stock.
As a result of further negotiations, Parent and Mr. Wyant have agreed, with
the concurrence of the Company and other Wyant family members, to reduce the
purchase price paid to Mr. Wyant for his Class E Preferred Stock under the Stock
Purchase Agreement to $3.51 per share, and to amend Mr. Wyant's employment
agreement to reduce by one half the amounts to be paid to him thereunder as a
result of the change in control of the Company resulting from the tender offer.
This would result in an aggregate Class E Preferred Stock purchase price
reduction of $650,000 and an aggregate employment contract payment reduction of
approximately $91,000, for an aggregate reduced cost to Perkins of approximately
$741,000.
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PRESS RELEASE 2/2
October 27, 2000
For immediate release
This solution is acceptable to Parent, the Company, Mr. Wyant and the other
members of the Wyant family, subject only to confirmation that it does not
contravene any applicable law or regulation.
Legal counsel to Parent has advised Parent that the agreement to purchase
Mr. Wyant's Class E Preferred Stock at the reduced price of $3.51 can only be
effected if Perkins is granted an exemption by the SEC to the application of
Rule 14e-5 under the Securities Exchange Act of 1934. This rule, among other
things, prohibits a person making a cash tender offer for an equity security
from, directly or indirectly, purchasing or making any arrangement to purchase
such security or any security which is immediately convertible into or
exchangeable for such security, otherwise than pursuant to such offer, from the
time the offer is publicly announced until its expiration.
Parent has announced that it will, prior to the expiration of the tender
offer, file an amendment to its Schedule TO and amend its offer to purchase to
reflect all of the foregoing.
As a consequence of the extension of the expiration date, holders of Wyant
Corporation common stock may tender or withdraw shares until 12:00 midnight, New
York City time, on Monday, November 13, 2000, unless the offer is further
amended.
Contact:
M. A. D'Amour (514) 636-9926 ext. 2261 - [email protected]
D. C. MacMartin (514) 636-9926 ext. 2259 - [email protected]
Detailed corporate information and press releases can be accessed at:
www.wyantcorp.com
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1170 U.S. Highway 22 East,
Suite 203,
Bridgewater, NJ 08807
