DOWNERS GROVE, Ill., March 27, 2007 (PRIME NEWSWIRE) -- On March 19, 2007, Elgin National Industries, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement"), among the Company, SHC Investment Partnership, its affiliates, and third party buyers consisting of private equity funds with capital commitments aggregating in excess of $1,000,000,000. Pursuant to the Merger Agreement, ENI Merger Corp. will be merged (the "Merger") with and into the Company with the Company continuing as the surviving corporation.
The merger consideration consists of cash, promissory notes and a contingent payment obligation. Upon consummation of the Merger and the other transactions contemplated by the Merger Agreement, the existing stockholders of the Company will cease to hold any stock in the Company and the Company shall be a wholly-owned subsidiary of ENI Holdings, Inc.
The consummation of the Merger is anticipated to occur on Thursday, March 29, 2007, and is subject to customary closing conditions but is not conditioned on third party financing. The Indenture relating to the Company's 11% Senior Notes due 2007 (the "Notes") requires the Company following the closing to offer to repurchase all of the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest.
Except for historical information contained herein, the statements in this press release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as "may," "will," "expect," "anticipate," "believe," "guidance," "estimate," "intend," "predict," and "continue" or similar words. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to differ materially from forecasted results. Those risks and uncertainties are more fully described in the Company's Annual Report on Form 10-K for the year ended December 31, 2005 as filed with the Securities and Exchange Commission on March 30, 2006 and those references herein to the planned Merger. The Company disclaims any obligation and does not intend to update any forward-looking statements except as may be required by the securities laws.