PW Eagle, J-M Manufacturing Receive Second Request From FTC In Connection With Proposed Merger
PW Eagle, Inc. (Nasdaq:PWEI) announced today that it and J-M Manufacturing Company, Inc. received a request from the Federal Trade Commission (“FTC”) for additional information, commonly referred to as a Second Request, in connection with the parties’ proposed merger transaction by which J-M Manufacturing would acquire all the outstanding shares of PW Eagle for $33.50 per share in cash. The Second Request was issued under notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).
The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after PW Eagle and J-M Manufacturing have substantially complied with the Second Request, unless that period is extended voluntarily by the parties or terminated sooner by the FTC. PW Eagle and J-M Manufacturing intend to respond expeditiously to the Second Request. In addition to the expiration or termination of the waiting period under the HSR Act, the proposed merger remains subject to other customary closing conditions, including PW Eagle shareholder approval. PW Eagle continues to plan for a closing of the transaction in the second calendar quarter of 2007.
PW Eagle has previously announced that a special meeting of shareholders shall be held on April 12, 2007 at The Omni Berkshire Place Hotel, 21 East 52nd Street, New York, New York on April 12, 2007, at 10:00 a.m., local time. At the meeting, shareholders of PW Eagle will vote on the proposed merger of PW Eagle with a wholly-owned subsidiary of J-M Manufacturing. PW Eagle anticipates no change to the timing of this meeting as a result of the Second Request and encourages shareholders to vote as soon as possible, if they have not already done so, in order to avoid unnecessary effort and expense for PW Eagle.
ISS Recommends Vote in Favor of Merger Agreement
PW Eagle also announced today that Institutional Shareholder Services, Inc. (“ISS”), a provider of proxy voting and corporate governance services, has recommended that the shareholders of PW Eagle vote in favor of approving the merger agreement between PW Eagle and J-M Manufacturing.
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