HEICO HOLDINGS, INC. TO ACQUIRE
NATIONAL-STANDARD COMPANY
Niles, Michigan, June 27, 2000 - Heico Holdings, Inc. and
National-Standard Company announced that they have entered into a definitive
merger agreement providing for Heico to acquire all of the outstanding shares of
common stock of National-Standard for $1.00 per share in cash, or approximately
$5.8 million. Under the terms of the agreement, a subsidiary of Heico will
commence a cash tender offer to purchase all outstanding common shares of
National-Standard at $1.00 per share. The tender offer will be subject to the
condition that a majority of National-Standard's outstanding shares be validly
tendered and not withdrawn prior to the expiration date of the tender offer, and
will also be subject to receipt of required governmental and regulatory
approvals and other conditions. The merger agreement provides that, following
consummation of the tender offer, the Heico subsidiary will be merged into
National-Standard and each remaining common share of National-Standard will be
converted into the right to receive $1.00 in cash. The surviving company in the
merger will also assume all liabilities of National-Standard including
approximately $35 million of senior indebtedness.
National-Standard's board of directors has approved the merger
agreement and recommended that National-Standard shareholders tender their
shares and approve the merger. The board of directors has also received a
fairness opinion from US Bancorp Piper Jaffray, National-Standard's investment
bankers.
Ronald B. Kalich, President and Chief Executive Officer of
National-Standard stated that "based upon an extensive analysis of strategic
alternatives available to us, the management and Board of National-Standard
believe acceptance of the Heico offer is in the collective best interest of all
affected parties, including our customers, our suppliers, our employees, our
creditors, and our shareholders. As a consequence of weakening sales in recent
weeks that have exceeded normal seasonal trends, National-Standard is
experiencing liquidity difficulties that have affected our ability to pay our
suppliers and other creditors on customary trade terms. We have initiated
discussions with our principal lender, Foothill Capital Corporation, regarding
the terms on which Foothill might be willing to provide additional interim
financing to National-Standard. However, there can be no assurance that these
discussions will result in any additional financing being provided to the
Company." Kalich went on to state that "with increasing short-term stress on our
ability to adequately finance continuing operations, the proposed transaction
represents an opportunity to realize value for shareholders while preserving and
enhancing our business."
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Heico, headquartered in Chicago, is a holding company whose interests
include Davis Wire Corporation. "We look forward to this acquisition as a way
for National-Standard to confidently continue its historic supply of high
quality innovative products, and for Davis Wire to expand its geographic
offering of its current array of industrial wire products," said El Roskovensky,
President and Chief Executive Officer of Davis Wire. "We hope to complete the
merger as soon as practicable."
Founded in 1907, National-Standard is a publicly traded Niles, Michigan
based firm with annual sales of approximately $160 million, manufacturing and
distributing a broad range of wire and wire-related products, including tire
bead wire and welding wire, in addition to wire cloth and fabricated filters for
the automotive air bag industry. Davis Wire Corporation, headquartered in San
Ramon, California, produces and distributes a variety of industrial,
construction, agricultural and specialty products.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF
AN OFFER TO SELL SHARES OF NATIONAL-STANDARD COMPANY. THE ACQUIROR WILL FILE A
TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND THE
COMPANY WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE
TENDER OFFER UPON OR AFTER THE COMMENCEMENT OF THE TENDER OFFER.
THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER
OFFER. THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN
OTHER OFFER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT,
WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS OF NATIONAL-STANDARD COMPANY, AT NO
EXPENSE TO THEM. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE,
THE RELATED LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE
COMMISSION) AND THE SOLICITATION /RECOMMENDATION STATEMENT WILL ALSO BE
AVAILABLE AT NO CHARGE AT THE COMMISSION'S WEB SITE AT WWW.SEC.GOV. THE
COMMISSION'S ADDRESS IS 450 5TH STREET N.W., WASHINGTON, D.C. 20549. THE
TELEPHONE NUMBER OF THE PUBLIC REFERENCE ROOM IS (202) 942-8090.
Note: This news release contains forward-looking statements as defined
by the Private Securities Litigation Reform Act of 1995. Because those
statements are based on factors that involve risks and uncertainties, the
company's actual future results may differ materially from the results expressed
or implied by the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, availability of working capital and
third party financing sources, adverse changes in general economic conditions,
demand for the Company's products and industry capacity, competitive products
and pricing, and other factors described in National-Standard's filings with the
Securities and Exchange Commission, including the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1999.
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