MIAMI, May 31 /PRNewswire-FirstCall/ — Quipp, Inc. (Nasdaq: QUIP)
announced today that, based on an anticipated June 2, 2008 closing date for
its acquisition by Illinois Tool Works Inc. and the amount of its “Closing
Cash,” as defined in the merger agreement with Illinois Tool Works Inc. and
Headliner Acquisition Corporation, the consideration per share to be paid to
Quipp shareholders in the transaction is $5.41 per share. Quipp’s
shareholders will vote on the merger agreement and the related merger at a
special meeting of shareholders to be held on June 2, 2008 and the transaction
is expected to be completed shortly thereafter.
Quipp, Inc., through its operating subsidiary Quipp Systems, Inc.,
designs, manufactures and installs material handling systems and equipment to
facilitate the automated inserting, assembly, bundling and movement of
newspapers from the printing press to the delivery truck.
Cautionary Note Regarding Forward-looking Statements
This release contains one or more forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, including,
without limitation, the price per share in the transaction and the expected
timing of the closing of the transaction. Forward-looking statements are
identified by words such as “will,” “expected,” “believe” and other similar
words. Quipp cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made. A variety
of known and unknown risks and uncertainties could cause actual results to
differ materially from the anticipated results which include, but are not
limited to: satisfaction of all conditions required for closing, the ability
to obtain the approval of Quipp’s shareholders and adverse developments in
Quipp’s business. In addition, other risks and uncertainties not presently
known to us or that we consider immaterial could affect the accuracy of any
such forward-looking statements. Quipp does not undertake any obligation to
update any forward-looking statements to reflect events that occur or
circumstances that exist after the date on which they were made.
Additional risks and uncertainties include those detailed from time to
time in Quipp’s publicly filed documents, including its annual report on Form
10-K for the year ended December 31, 2007.
Important Merger Information
In connection with the proposed acquisition of Quipp by ITW, Quipp filed a
definitive proxy statement with the Securities and Exchange Commission (the
“SEC”) on April 30, 2008 and Quipp intends to file other relevant materials
with the SEC. The proxy statement was mailed to Quipp shareholders seeking
their approval of the proposed transaction. Before making any voting decision
with respect to the proposed transaction, shareholders of Quipp are urged to
read the proxy statement and all other relevant documents filed with the SEC
when they become available, because they will contain important information
about the proposed transaction, Quipp and ITW. This release may be deemed to
be soliciting material in respect of the proposed transaction.
Investors and security holders will be able to obtain the proxy statement
and documents (when available) free of charge at the SEC’s web site,
http://www.sec.gov. In addition, Quipp shareholders may obtain free copies of
the proxy statement and other documents filed with the SEC when available by
contacting Eric Bello, Quipp’s Chief Financial Officer, at 305-623-8700. You
may also read and copy any reports, statements and other information filed by
Quipp with the SEC at the SEC public reference room at 100 F Street, N.E. Room
1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit
the SEC’s website for further information on its public reference room.
Quipp and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of Quipp common
stock in respect of the proposed transaction. Information about the directors
and executive officers of Quipp is available in Amendment No. 1 to Quipp’s
Annual Report, on Form 10-K/A, filed with the SEC on April 30, 2008.
Investors may obtain additional information regarding the interest of Quipp
and its directors and executive officers in the proposed transaction by
reading the proxy statement.
SOURCE Quipp, Inc.