
Company Website:
http://www.toyota-industries.com
KARIYA, Japan -- (Business Wire)
Toyota Industries Corporation (Tokyo Stock Exchange: 6201) (“TICO”)
today announced that Industrial Components and Attachments II, Inc.
(“Purchaser”), an indirect wholly owned subsidiary of TICO, has extended
its tender offer for all outstanding common shares of Cascade
Corporation (NYSE: CASC) (“Cascade”) for $65.00 per share (the “Offer”).
The Offer was scheduled to expire at 12:00 midnight, New York City time,
on Thursday, January 24, 2013. With the consent of Cascade, the Offer
has been extended to expire at 12:00 midnight, New York City time, on
Thursday, February 28, 2013, unless further extended. All other terms
and conditions of the Offer remain unchanged.
As previously announced, TICO received a Request for Additional
Information and Documentary Material (the “Second Request”) from the
Antitrust Division of the Department of Justice (the “Antitrust
Division”) with respect to the Offer and it is currently in the process
of responding to the Second Request. Cascade informed TICO that it also
received a Request for Additional Information and Documentary Material
from the Antitrust Division and that it is currently in the process of
responding to such request and intends to cooperate with the Antitrust
Division with respect to such request. As a result of the Second
Request, the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the “HSR Act”) during which the
Antitrust Division is permitted to review the proposed transaction has
been extended until 11:59 p.m., New York City time, on the 10th calendar
day after TICO’s substantial compliance with the Second Request, unless
such waiting period is earlier terminated. TICO expects to continue to
work cooperatively with the Antitrust Division as it conducts its review
of the proposed transaction in order to respond to and resolve
expeditiously any questions the Antitrust Division may have. The Offer
is now scheduled to expire at 12:00 midnight, New York City time, on
Thursday, February 28, 2013. The transaction is expected to be completed
immediately upon receiving regulatory approval from the Antitrust
Division.
Computershare Trust Company, N.A., the depositary for the Offer, has
advised TICO that, as of 5:00 p.m., New York City time, on January 24,
2013, 10,334,178 shares of common stock of Cascade had been validly
tendered and not properly withdrawn in the Offer (including 333,400
shares tendered pursuant to notices of guaranteed delivery),
representing approximately 92.3% of Cascade’s outstanding shares.
Shareholders who have already tendered their shares of common stock of
Cascade do not have to re-tender their shares or take any other action
as a result of the extension of the expiration date of the Offer.
Nomura Securities is serving as exclusive financial advisor to TICO and
White & Case LLP is serving as TICO’s legal advisor in connection with
the transaction. BofA Merrill Lynch is serving as exclusive financial
advisor to Cascade, and Miller Nash LLP is serving as Cascade's legal
advisor.
About Toyota Industries Corporation
Toyota Industries Corporation is a leading transportation equipment
company engaged primarily in the manufacture and sale of automobiles,
materials handling equipment and textile machinery, as well as in the
logistics business in Japan and internationally. Toyota Industries
Corporation’s common stock is listed on the Tokyo Stock Exchange where
it trades under the symbol “6201”. For more information about Toyota
Industries Corporation, please visit www.toyota-industries.com.
About Cascade Corporation
Cascade Corporation is one of the world’s leading manufacturers of
materials handling load engagement devices and related replacement
parts, primarily for the lift truck industry and to a lesser extent, the
construction industry. Cascade Corporation’s common stock is listed on
the New York Stock Exchange where it trades under the symbol “CASC”. For
more information about Cascade Corporation, please visit www.cascorp.com.
Additional Information
This release is for informational purposes only and is neither an offer
to purchase, nor a solicitation of an offer to sell, any securities.
Toyota Industries Corporation has caused its wholly owned subsidiary,
Industrial Components and Attachments II, Inc., to file with the SEC a
Tender Offer Statement on Schedule TO (including an offer to purchase,
forms of letter of transmittal and related tender offer documents, which
has been mailed to Cascade Corporation shareholders). Any offers to
purchase or solicitations of offers to sell shares of Cascade
Corporation Common Stock are made only pursuant to such Tender Offer
Statement. Investors and Cascade Corporation shareholders are strongly
advised to read, before they make any decision with respect to the
tender offer, the Tender Offer Statement and the related
solicitation/recommendation statement on Schedule 14D-9 that has been
filed by Cascade Corporation with the SEC and mailed to its
shareholders, because they contain important information about Toyota
Industries Corporation, Cascade Corporation, the tender offer, including
the various terms of, and conditions to, the tender offer, and other
related matters. These documents are available at no charge on the SEC’s
website at www.sec.gov.
A copy of the Tender Offer Statement and related tender offer documents
(once they become available) may be obtained free of charge by directing
a request to Toyota Industries Corporation, c/o MORROW & CO., LLC, 470
West Avenue, Stamford, Connecticut 06902 or by calling toll-free
800-662-5200 or emailing info@morrowco.com.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the U.S. federal securities laws. These forward-looking
statements include, but are not limited to, statements as to the
proposed acquisition of Cascade Corporation by Toyota Industries
Corporation, the anticipated timing of filings and approvals relating to
the transaction, the expected timetable for commencing the tender offer
and completing the transaction, expected long-term growth for the
combined company, plans for geographic expansion in the global
marketplace and any other statements about Toyota Industries Corporation
or Cascade Corporation’s managements’ future expectations, beliefs,
goals, plans or prospects. Any statements that are not statements of
historical fact (including any statements containing the words
“believes,” “plans,” “anticipates,” “expects,” “estimates,” and similar
expressions) should also be considered forward-looking statements.
Readers are cautioned that all forward-looking statements are based on
current expectations and involve risks and uncertainties and a number of
factors could cause our actual results to differ materially from any
results indicated in this release or in any other forward-looking
statements made by us, or on our behalf. Factors that could cause actual
results to differ from these forward-looking statements include, but are
not limited to, the possibility that certain conditions to the offer and
the merger and to completion of the transactions will not be met, the
possibility that competing offers may be made, conditions affecting the
industries in which Toyota Industries Corporation or Cascade Corporation
operate may change, Toyota Industries Corporation may not be able to
successfully integrate Cascade Corporation’s operations and employees.
The forward-looking statements contained in this release speak only as
of the date on which they are made and, except as required by law,
Toyota Industries Corporation expresses no intention or undertake no
obligation to update any forward-looking statements to reflect events or
circumstances after the date of this press release and as a result, no
undue reliance should be placed on these forward-looking statements.
Contacts:
Toyota Industries Corporation:
TICO
Takashi Yoshida,
Manager, PR Department
+81 566-27-5157
or
Brunswick Group
Sarah
Lubman / Monika Driscoll
+1 212-333-3810
or
Cascade
Corporation:
Joseph G. Pointer, Chief Financial Officer
+1
503-669-6300
Source: Toyota Industries Corporation