Supreme Industries Inc., a manufacturer of specialized commercial vehicles, has entered into a definitive agreement for the company to be acquired by Wabash National Corp., a diversified industrial manufacturer and one of North America’s leading producers of semi-trailer and liquid transportation systems, in a transaction valued at approximately $364 million.
The offer has been unanimously approved by Supreme Industries’ board of directors and the directors have indicated that they intend to accept the offer with respect to their own shareholdings.
Under the terms of the agreement, Supreme stockholders would receive $21 per share in cash, representing a premium of approximately 36 percent over Supreme’s closing Class A share price on Aug. 8 and approximately 33 percent over the past 30 trading days. An affiliate of Wabash will commence a tender offer to purchase for cash all of the outstanding shares of the company’s Common Stock for a total consideration of approximately $364 million. Certain officers, directors and other stockholders have agreed to tender their shares in the tender offer in an aggregate amount equal to approximately 20 percent of the outstanding shares as of this date and not withdraw such shares once tendered, subject to certain specified conditions.
Following the completion of the tender offer, Wabash will complete the merger and any remaining shares of the company will be converted into the right to receive the same price per share paid in the tender offer. The transaction is subject to satisfaction of customary closing conditions and regulatory approvals, including expiration or termination of the applicable waiting period under the HSR Act.
Herbert Gardner, Supreme Industries’ chairman, said, “Supreme’s board of directors negotiated and entered into this definitive agreement with Wabash National Corp. after considering a number of alternatives for maximizing stockholder value. The board of directors of Supreme, having determined that the offer and the merger are advisable, fair to and in the best interests of Supreme and its stockholders, approved the agreement and plan of merger and the other transactions contemplated, including the tender offer, and recommended that Supreme’s stockholders accept the offer and tender their shares in the offer when it is made.”
“This is a great opportunity for both companies to combine our strengths to provide an enhanced customer experience within the growing final mile delivery space,” said Dick Giromini, Wabash National’s CEO. “With Supreme, not only can Wabash National accelerate organic growth with our innovative DuraPlate, honeycomb panel and molded structural composite truck bodies, we can also provide a broader conventional product offering to our existing customer base.”
Supreme Industries’ CEO Mark Weber said, “This is an exciting day for Supreme. Combining with Wabash will enhance our ability to innovate more quickly and create more value for customers. We found a cultural fit with Wabash National. Because of their commitment to safety, innovation and customer relationships, I’m confident joining the Wabash National family will benefit our employees, customers and distributors.”
In connection with the transaction, Baird served as the financial adviser to Supreme. Haynes and Boone LLP served as Supreme’s legal counsel.