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– Rights Offering Will Be Available To All Shareholders Of Record On November 29, 2021 –
– Oversubscription Privilege Available To Shareholders Who Fully Subscribe –
– Insiders And Largest Shareholders Intend To Fully Subscribe And Exercise Oversubscription Privileges –
RICHMOND, Va.--(BUSINESS WIRE)-- Synalloy Corporation (NASDAQ:SYNL) (“Synalloy” or the “Company”), an industrials company focused on the production and distribution of piping, tubing and specialty chemicals, today announced its Board of Directors approved a $10 million rights offering (the “Rights Offering”) to existing shareholders.
Under the terms of the Rights Offering, the Company will be distributing non-transferable subscription rights to each holder of its common stock as of 5:00 p.m., Eastern Standard Time, on November 29, 2021 (the “Record Date”). The subscription rights may be exercised at any time during the subscription period, which is expected to commence on November 30, 2021. The subscription rights will expire if they are not exercised by 5:00 p.m., Eastern Standard Time, on December 16, 2021.
One subscription right will be distributed for each share of common stock held as of the Record Date, with each subscription right exercisable for 0.083768 shares of common stock at an exercise price of $12.75 per full share of common stock. The Company will not issue any fractional shares upon exercise of any subscription rights in the Rights Offering, and shareholders must exercise subscription rights which would result in the issuance of at least one whole share of common stock to participate in the Rights Offering.
Each stockholder that exercises its basic subscription rights in full will be entitled, subject to certain limitations and conditions, to oversubscribe for additional shares that remain unsubscribed at the expiration of the Rights Offering. If the Rights Offering is oversubscribed, then any exercise of the oversubscription privilege will be subject to proration as set forth in the offering documents.
Certain of the Company’s insiders, including all of the directors and the interim CEO, and the Company’s two largest shareholders, Privet Fund LP (“Privet”) and UPG Enterprises LLC (“UPG”), have indicated to the Company that they will be exercising their basic subscription rights in full. Additionally, Privet and UPG have indicated to the Company that they intend to oversubscribe for additional shares of common stock as well. However, no stockholders have made any formal binding commitment in such regard.
The Company plans to use the proceeds from the rights offering for growth initiatives, which may include potential acquisitions, and for general corporate purposes.
The Rights Offering will be made pursuant to the shelf registration statement on Form S-3, which became effective on April 19, 2019, and a prospectus supplement containing the detailed terms of the Rights Offering to be filed with the Securities and Exchange Commission.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Posted In: SYNL
