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Coleman Cable (CCIX) Offers to Acquire Technology Research Corp (TRCI) for $5.50 per Share in Cash

Posted on January 19, 2011, 11:33 am. Closed

This acquisition could get a little ugly given that TRCI’s Board adopted a Poison Pill. This is part of the press release from Coleman’s tender offer filing:

WAUKEGAN, Ill. January 18, 2011 — Coleman Cable, Inc. (Nasdaq: CCIX) (“Coleman”), a leading manufacturer and innovator of electrical and electronic wire and cable products, announced today that it has delivered to the Board of Directors of Technology Research Corporation (NASDAQ: TRCI) (“TRC”) a proposal to acquire all of the outstanding shares of TRC for $5.50 per share in cash. The proposed offer price represents a premium of 41% to TRC’s closing share price on January 14, 2011, the last trading day prior to the public disclosure of Coleman’s offer by TRC. The proposed offer also represents a premium of approximately 46% to TRC’s average closing share price for the 20 trading days ending January 14, 2011. Through its legal advisors, TRC has today informed Coleman that its Board of Directors is considering Coleman’s offer and will try to respond by January 21, 2011.

“We have attempted to engage TRC’s Board of Directors on a number of occasions and we are disappointed that rather than engaging in constructive dialogue with Coleman, TRC’s Board instead adopted a Poison Pill to block a transaction that is clearly friendly to its shareholders,” said Gary Yetman, President and Chief Executive Officer of Coleman. “Given the historically low trading volume of TRC’s stock, we firmly believe that TRC shareholders will find the certainty of a cash offer – at a premium of 46% to the average closing share price for the 20 trading days before our offer was made public – very attractive.”

Coleman has made numerous efforts to engage TRC’s Board and management in negotiations to agree to a friendly transaction beginning with a letter sent to TRC Chairman of the Board and Chief Executive Officer, Mr. Owen Farren, on December 2, 2010, which proposed an offer price of $5.00 to $5.50 per share. On January 3, 2011, TRC sent a letter to Coleman indicating that TRC was not interested in discussing Coleman’s proposal. On January 5, 2011, Coleman sent a letter to TRC reiterating its interest in discussing a possible transaction and requesting a response by January 12, 2011. After TRC did not respond to this letter, on January 14, 2011, Coleman communicated to TRC a revised offer price of $5.50 per share, the top end of the range set forth in Coleman’s December 2 letter. To date, TRC has refused to enter into any dialogue with Coleman to explore the merits and potential terms of a transaction.