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This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The Offer is made solely by the Offer to Purchase dated
April 17, 1997 and the related Letter of Transmittal, and is being made to
all holders of Shares, except in any jurisdiction where the making of such
Offer would be illegal. The Purchaser is not aware of any State in which
the making of the Offer or the acceptance of shares pursuant thereto is
prohibited by administrative or judicial action pursuant to a state
statute. If the Purchaser becomes aware of any State where the making
of the Offer or the acceptance of shares pursuant thereto is so
prohibited, the Purchaser will make a good faith effort to comply
with any such statute or seek to have such statute declared
inapplicable to the Offer. If, after such good faith effort, the
Purchaser cannot comply with any applicable statute, the Offer
will not be made to (nor will tenders be accepted from or on
behalf of) holders of Shares in such State. In any
jurisdictions, the securities laws or blue sky laws of which
require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of the
Purchaser, if at all, by one or more registered brokers or
dealers that are licensed under the laws of such
jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF
COMMON STOCK AND CLASS B COMMON STOCK
OF
PEERLESS INDUSTRIAL GROUP, INC.
AT
$1.67 NET PER SHARE
BY
R-B ACQUISITION CORPORATION
R-B Acquisition Corporation, a corporation formed under the laws of the State
of Minnesota (the "Purchaser") and a wholly owned subsidiary of R-B Capital
Corporation, a corporation formed under the laws of the State of Delaware
("Parent"), is offering to purchase any and all outstanding shares of Common
Stock, no par value per share, and Class B Common Stock, no par value per share
(collectively, the "Shares"), of Peerless Industrial Group, Inc., a corporation
formed under the laws of the State of Minnesota (the "Company"), at $1.67 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated April 17, 1997 (the "Offer to
Purchase") and in the related Letter of Transmittal (which, together,
constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, MAY 15, 1997,
UNLESS THE OFFER IS EXTENDED.
THE BOARD OF DIRECTORS OF THE COMPANY, AND AN INDEPENDENT COMMITTEE OF THE
BOARD OF DIRECTORS OF THE COMPANY, UNANIMOUSLY HAVE DETERMINED THAT EACH OF THE
OFFER AND THE SUBSEQUENT MERGER OF THE COMPANY AND THE PURCHASER IS FAIR TO AND
IN THE BEST INTERESTS OF THE COMPANY'S SHAREHOLDERS, HAVE APPROVED THE OFFER
AND THE SUBSEQUENT MERGER OF THE COMPANY AND THE PURCHASER AND RECOMMEND THAT
THE COMPANY'S SHAREHOLDERS ACCEPT THE OFFER AND TENDER ALL OF THEIR SHARES
PURSUANT THERETO.
The Offer is conditioned upon, among other things, there being validly
tendered prior to the expiration of the Offer and not withdrawn a number of
shares which will constitute at least (1) a majority of the Shares, and (2) a
number of outstanding Shares entitled to elect a majority of the board of
directors of the Company, in each case on a fully diluted basis (or, if the
Purchaser so elects in its sole discretion, on the basis of the number of
Shares then outstanding) as of the date the Shares are accepted for payment
pursuant to the Offer.
The Offer is being made pursuant to an Agreement and Plan of Merger dated as
of April 11, 1997 (the "Merger Agreement") among the Company, Parent and the
Purchaser, pursuant to which, after completion of the Offer, the Company and
the Purchaser will be merged and each outstanding Share (other than Shares
owned by the Purchaser, Parent, or any of their affiliates and Shares held by
shareholders who perfect any available dissenters' rights under Minnesota law)
will be converted into the right to receive an amount in cash equal to the
price per Share paid pursuant to the Offer.
In connection with the Merger Agreement, certain shareholders of the Company
(including all of the Company's directors) have executed and delivered a Tender
and Stock Option Agreement, pursuant to which such shareholders have (1) agreed
to tender in the Offer an aggregate of approximately 4.45 million Shares
(approximately 71% of the Shares outstanding as of April 15, 1997), plus
additional Shares under certain circumstances and (2) granted to Purchaser an
option to purchase, under certain circumstances, Shares equal to 19.9% of the
outstanding Shares.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not validly
withdrawn, as, if and when the Purchaser gives oral or written notice to Xxxxxx
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Trust Company of New York (the "Depositary") of the Purchaser's acceptance of
such Shares for payment pursuant to the Offer. In all cases, upon the terms and
subject to the conditions of the Offer, payment for Shares purchased pursuant
to the Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering shareholders for the purpose
of receiving payments from the Purchaser and transmitting such payments to
validly tendering shareholders. Under no circumstances will interest on the
purchase price for Shares be paid by the Purchaser by reason of any delay in
making such payment. In all cases, payment for Shares accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of (1) certificates representing such Shares ("Share Certificates") or timely
confirmation of the book-entry transfer of such Shares into the Depositary's
account at The Depository Trust Company, or the Philadelphia Depository Trust
Company (collectively, the "Book-Entry Transfer Facilities"), pursuant to the
procedures set forth in "Section 3. Procedure for Tendering Shares" in the
Offer to Purchase, (2) the Letter of Transmittal (or a facsimile thereof)
properly completed and duly executed with any required signature guarantees
(or, alternatively, an Agent's Message, as set forth in the Offer to Purchase),
and (3) any other documents required by the Letter of Transmittal.
The term "Expiration Date" means 12:00 Midnight, New York City time, on
Thursday, May 15, 1997, unless and until the Purchaser, in its sole judgment
pursuant to the terms of the Merger Agreement, shall have extended the period
of time for which the Offer is open, in which event the term "Expiration Date"
shall mean the latest time and date at which the Offer, as so extended by the
Purchaser, shall expire. Subject to the terms of the Merger Agreement and
applicable law, including the applicable rules and regulations of the
Securities and Exchange Commission, the Purchaser expressly reserves the right,
in its sole judgment, at any time and from time to time, to extend the period
during which the Offer is open for any reason, including the non-satisfaction
of any of the conditions specified in the Offer to Purchase, by giving oral or
written notice of such extension to the Depositary, followed as promptly as
practicable by public announcement no later than 9:00 A.M., New York City time,
on the next business day after the previously scheduled Expiration Date. During
any such extension, all Shares previously tendered and not withdrawn will
remain subject to the Offer, subject to the right of tendering shareholders to
withdraw such shareholders' Shares.
The Purchaser's acceptance for payment of Shares tendered pursuant to any one
of the procedures described in the Offer to Purchase and in the Letter of
Transmittal will constitute a binding agreement between the tendering
shareholder and the Purchaser upon the terms and subject to the conditions of
the Offer. Except as otherwise provided in "Section 4. Withdrawal Rights" in
the Offer to Purchase, tenders of Shares made pursuant to the Offer are
irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time
on or prior to the Expiration Date and, unless theretofore accepted for payment
by the Purchaser pursuant to the Offer, may also be withdrawn at any time after
June 16, 1997. For a withdrawal to be effective, a written, telegraphic, telex
or facsimile transmission notice of withdrawal must be timely received by the
Depositary at its address set forth on the back cover of the Offer to Purchase.
Any such notice of withdrawal must specify the name of the person who tendered
the Shares to be withdrawn and, if Share Certificates have been tendered, the
name of the registered holder of the Shares as set forth in the Share
Certificate, if different from that of the person who tendered such Shares. If
Share Certificates have been delivered or otherwise identified to the
Depositary, then prior to the physical release of such certificates, the
tendering shareholder must submit the serial numbers shown on the particular
certificates evidencing the Shares to be withdrawn and the signature on the
notice of withdrawal must be guaranteed by an Eligible Institution (as defined
in the Offer to Purchase), except in the case of Shares tendered for the
account of an Eligible Institution. If Shares have been tendered pursuant to
the procedures for book-entry transfer as set forth in "Section 3. Procedure
for Tendering Shares" in the Offer to Purchase, the notice of withdrawal must
specify the name and number of the account at the appropriate Book-Entry
Transfer Facility to be credited with the withdrawn Shares, in which case a
notice of withdrawal will be effective if a written or facsimile transmission
notice of withdrawal is timely received by the Depositary at its address set
forth on the back cover of the Offer to Purchase. Withdrawals of Shares may not
be rescinded. Any Shares properly withdrawn will be deemed not validly tendered
for purposes of the Offer, but may be retendered at any subsequent time prior
to the Expiration Date by following any of the procedures described in "Section
3. Procedure for Tendering Shares" in the Offer to Purchase. All questions as
to the form and validity (including time of receipt) of any notice of
withdrawal will be determined by the Purchaser, in its sole discretion and
whose determination will be final and binding.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference.
SHAREHOLDERS ARE URGED TO READ THE OFFER TO PURCHASE AND THE RELATED LETTER
OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR SHARES.
Questions and requests for assistance may be directed to the Information
Agent at the address and telephone number set forth below. Requests for copies
of the Offer to Purchase and the related Letter of Transmittal and other Offer
materials may be directed to the Information Agent or brokers, dealers,
commercial banks and trust companies and such materials will be furnished
promptly at the Purchaser's expense. The Purchaser will not pay any fees or
commissions to brokers, dealers, or other persons (other than the Information
Agent) for soliciting tenders of Shares pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
LOGO
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
CALL TOLL FREE (000)000-0000
April 17, 1997
