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COMPANY PRESS RELEASE
SOURCE: NATIONAL-STANDARD COMPANY
Exhibit (5)(a)(i)
HEICO HOLDINGS, INC. TO ACQUIRE NATIONAL-STANDARD COMPANY
NILES, Mich., June 27/PRNewswire/--Heico Holdings, Inc. and National-Standard
Company (Amex: NSD-news) 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shares be validly tendered and not withdrawn prior to the expiration date of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 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 U.S. 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
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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."
Heico, headquartered in Chicago, is a holding company whose interests include
Davis Wire Corporation. "We look forward to this transaction as a way for
National-Standard to 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, CA, 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 on the Commission's website 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.
