Bluefin Acquisitions LLC., a private investment company, today announced that its wholly owned direct subsidiary, BlueLinx Merger Sub LLC., has commenced a tender offer for a minimum of 35.0% to all of the outstanding shares of common stock, par value $0.01 per share, of BlueLinx Holdings, Inc. (NYSE: BXC), a Delaware corporation, at a price of $24.50 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the tender offer to purchase dated today, a copy of which will be filed as soon as practicable with the Securities and Exchange Commission.
The tender offer is subject to customary conditions to closing, including a condition that the number of shares validly tendered (and not properly withdrawn) prior to the expiration of the offer, together with the shares then owned by BlueLinx Holdings and its wholly-owned subsidiaries, represents at least one share more than 50% of all shares then outstanding.
The tender offer will expire at 11:59 p.m. EDT on March 20, 2020, unless extended.
Morrow Sodali LLC is the Information Agent for the Offer and can be contacted toll free at 800-662-5200, for Banks and Brokers at 203-658-9400, and email at BXC@Investor.Morrowsodali.com.
About Bluefin Acquisitions, LLC.
Bluefin Acquisitions LLC. is a private investment company formed to acquire and manage public and private investments in commercial and industrial companies.
Additional Information and Where You Can Find It
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell, securities, nor is it a substitute for the tender offer materials filed with the U.S. Securities and Exchange Commission ("SEC"). INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER THAT SHOULD BE READ PRIOR TO MAKING A DECISION TO TENDER SHARES. These materials will be sent free of charge to all BlueLinx Holdings, Inc. stockholders of record as of February 20, 2020. In addition, all of those materials (and all other tender offer documents filed or furnished by BlueLinx Holdings, Inc. or Bluefin Acquisitions, LLC. or any of its subsidiaries with the SEC) are available at no charge from the SEC through its website at www.sec.gov. The Schedule TO (including the offer to purchase and related materials) and the Schedule 14D-9 (including the solicitation/recommendation statement) may also be obtained for free by contacting Morrow Sodali, the Information Agent for the tender offer, at 800-662-5200.
In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents, as well as the solicitation/recommendation statement, BlueLinx Holdings, Inc. files annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information filed by BlueLinx Holdings, Inc. at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. BlueLinx Holdings, Inc.'s filings with the SEC are also available to the public from commercial document-retrieval services and at the SEC's website at www.sec.gov.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "target," similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of Bluefin Acquisitions, LLC. and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements regarding the expected benefits and costs of the tender offer, the merger and the other transactions contemplated by the merger agreement by and between BlueLinx Holdings, Inc., Bluefin Acquisitions, LLC. and BlueLinx Merger Sub LLC.; the expected timing of the completion of the tender offer and the merger; the ability of Bluefin Acquisitions, LLC. (and its subsidiary) and BlueLinx Holdings, Inc. to complete the tender offer and the merger considering the various conditions to the tender offer and the merger, some of which are outside the parties' control, including those conditions related to regulatory approvals; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the tender offer and the merger may not be timely completed, if at all; that, prior to the completion of the transaction, BlueLinx Holdings, Inc.'s business may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; and other risks that are described in Bluefin Acquisitions, LLC.'s latest Annual Report on Form 10-K and its other filings with the SEC. Bluefin Acquisitions, LLC. assumes no obligation and does not intend to update these forward-looking statements.