DENVER--(BUSINESS WIRE)--Sport-Haley Holdings, Inc. (OTC Pink Marketplace: SPOR) today announced that it has completed its previously announced merger with Chromcraft Revington, Inc. (OTC Pink Marketplace: CRCV).
In accordance with the terms of the merger agreement, Chromcraft has become a wholly owned direct subsidiary of Sport-Haley. Under the terms of the agreement, Sport-Haley has acquired all of the outstanding shares of common stock of Chromcraft for $3.45 million consisting of $2.7 million in cash, paid at closing, and $0.75 million in cash payable upon the earlier of 180 days following the closing or the sale or satisfactory mortgage of Chromcraft’s plant located in Delphi, Indiana. The total purchase price equaled approximately $.56 per share. Consequently, effective as of the close of business on November 8, 2013, Chromcraft’s common stock will no longer be traded on the OTC Pink Marketplace.
Former Chromcraft Revington stockholders will receive a letter of transmittal from American Stock Transfer & Trust Company, LLC (AST), as paying agent, explaining how to exchange their shares for the merger consideration. AST expects to start mailing the letters of transmittal to former Chromcraft stockholders on November 13, 2013.
“I am very proud of all of the hard work that has occurred over the past several months to close this transaction. This has required a tremendous amount of work by a large number of people. The value of their contributions will be realized for years to come,” said Samuel Kidston, Chairman and CEO of Sport-Haley. “The hard work of restructuring Chromcraft will now begin in earnest. We look forward to communicating with our vendors, customers and shareholders in the coming weeks.”
Ronald Butler, Chairman and CEO of Chromcraft Revington, Inc., commented: “The Chromcraft Revington Contract and Residential Brands are being positioned to carry on providing quality products to households and institutions all over North America. I echo Sam’s words that all the hard work of so many people will be realized for years to come.”
About Sport-Haley Holdings, Inc.
Organized in 2011, Sport-Haley Holdings, Inc. is a holding company that owns Sport-Haley, Inc. and, after giving effect to the above transaction, Chromcraft Revington, Inc. The mandate of Sport-Haley Holdings is: “To increase shareholder value by maximizing intrinsic value per share over the medium- and long-term.”
Sport-Haley, Inc. was organized in 1991 and is a leading golf apparel company which designs, purchases, contracts for the manufacture of, and markets women’s fashion apparel and outerwear under the SPORT HALEY®, Bette & Court, and Swing® labels.
Chromcraft Revington® businesses design, manufacture and import residential and commercial furniture marketed primarily in the U.S. The Company wholesales its residential furniture products under Chromcraft®, Cochrane®, Peters-Revington®, and CR Kids & Beyond® primary brands. It sells commercial furniture under the Chromcraft® and Executive Office Concepts™ brands. The Company sources furniture from overseas suppliers, with domestic contract specialty facilities, and operates a U.S. manufacturing facility for its commercial furniture and motion based casual dining furniture in Mississippi and a manufacturing facility for office suites and other commercial furniture lines in California.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: When used in this release, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “believe,” and similar expressions, variations or the negative of these words, and any statement regarding possible or assumed future results of operations of our business, the markets for our products, anticipated expenditures, regulatory developments or competition, or other statements regarding matters that are not historical facts, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. The reader should be aware that our actual results could differ materially from those contained in forward-looking statements. Our financial condition and the results of our operations will depend on a number of factors, including, but not limited to, the following: our ability to realize the expected benefits from the acquisition; our ability to successfully identify, consummate and integrate acquisitions; our ability to implement our growth strategy and acquisition program; our ability to retain key customers; our ability to compete successfully with our competitors; general global economic and political conditions resulting from threats or acts of war or terrorism and responses thereto; access to capital; our ability to secure additional financing; maintaining satisfactory relationships with commercial banking institutions; establishing controls with regard to and maintaining the integrity of technology and information systems; and, reliance upon executive officers and key personnel. Important factors that could cause the statements made in this press release or the actual results of our operations or financial condition to differ are discussed in our filings on the OTC News and Disclosure Service and under the captions “Certain Risks” and “Forward Looking Statements” in Chromcraft Revington's Form 10-K Annual Report for the year ended December 31, 2012 There may be other factors not mentioned above or included in our filings on the OTC News and Disclosure Service that may cause actual results to differ materially from any forward-looking statement. The reader should not place undue reliance on any forward-looking statement. Except as required by law, Sport-Haley Holdings expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with respect thereto or any new information, future developments, or change in events, conditions or circumstances on which any statement is based.
