EX-99.1 3 g04716exv99w1.htm EX-99.1 PRESS RELEASE DATED DECEMBER 15, 2006 Ex-99.1 Press Release dated December 15, 2006
 

Exhibit 99.1
(APPLICA LOGO)
FOR IMMEDIATE RELEASE
         
 
  Contact:   Investor Relations Department
 
      (954) 883-1000
 
      investor.relations@applicamail.com
APPLICA ENTERS INTO AMENDMENT TO MERGER AGREEMENT
WITH HARBINGER CAPITAL PARTNERS
Harbinger Increases Consideration For Shares It Does Not
Currently Own To $6.50 Per Share in Cash
Increase Follows Receipt of $6.50 Per Share Offer From NACCO Industries, Inc.
     Miramar, Florida (December 15, 2006) — Applica Incorporated (NYSE: APN) today announced that it has entered into an amendment to its merger agreement with affiliates of Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. (together, “Harbinger Capital Partners”) under which Harbinger Capital Partners has increased its offer to acquire all outstanding shares of Applica that it does not currently own to $6.50 per share in cash. Harbinger Capital Partners is Applica’s largest shareholder, with ownership of an aggregate of 9,830,800 shares or approximately 40% of the common stock of Applica.
     The Applica Board of Directors unanimously accepted Harbinger Capital Partner’s increased offer of $6.50 per share and Applica entered into the amendment to the merger agreement. The offer and amendment followed Applica’s receipt late Wednesday night of an unsolicited offer by NACCO Industries, Inc. to acquire all of the outstanding shares of Applica for $6.50 per share in cash.
     The meeting of shareholders scheduled for December 28, 2006 for the purpose of approving the revised transaction with the affiliates of Harbinger Capital Partners will be convened as planned. Completion of the transaction, which is expected to occur following the December 28, 2006 meeting, is subject to regulatory approvals and other customary closing conditions. The transaction is not subject to any financing condition.
     Applica’s financial advisor is Banc of America Securities LLC and its legal advisor is Greenberg Traurig, P.A. Harbinger Capital Partners’ financial advisor with respect to this transaction is Lazard Frères & Co. LLC and its legal advisor is Paul, Weiss, Rifkind, Wharton & Garrison LLP.
About Applica Incorporated:
     Applica and its subsidiaries are marketers and distributors of a broad range of branded and private-label small household appliances. Applica markets and distributes kitchen products, home products, pest control products, pet care products and personal care products. Applica markets products under licensed brand names, such as Black & Decker®; its

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own brand names, such as Windmere®, LitterMaid®, Belson® and Applica®; and other private-label brand names. Applica’s customers include mass merchandisers, specialty retailers and appliance distributors primarily in North America, Mexico, Latin America and the Caribbean. Additional information about Applica is available at www.applicainc.com.
About Harbinger Capital Partners:
          The Harbinger Capital Partners investment team located in New York City manages in excess of $4 billion in capital through two complementary strategies. Harbinger Capital Partners Master Fund I, Ltd. is focused on restructurings, liquidations, event-driven situations, turnarounds and capital structure arbitrage, including both long and short positions in highly leveraged and financially distressed companies. Harbinger Capital Partners Special Situations Fund, L.P. is focused on distressed debt securities, special situation equities and private loans/notes in a predominantly long-only strategy.
* * * * *
          The statements contained in this news release that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made subject to certain risks and uncertainties, which could cause actual results to differ materially from those presented in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Applica undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Among the factors that could cause plans, actions and results to differ materially from current expectations are, without limitation:
    the ability to obtain governmental approvals of the merger on the proposed terms and schedule;
 
    the failure to obtain approval of the merger from Applica shareholders;
 
    disruption from the merger making it more difficult to maintain relationships with customers, employees or suppliers;
 
    claims by NACCO Industries, Inc. and HB-PS Holding Company, Inc. related to the termination of their merger agreement with Applica;
 
    changes in the sales prices, product mix or levels of consumer purchases of small household appliances;
 
    bankruptcy of or loss of major retail customers or suppliers;
 
    changes in costs, including transportation costs, of raw materials, key component parts or sourced products;
 
    fluctuation of the Chinese currency;
 
    delays in delivery or the unavailability of raw materials, key component parts or sourced products;
 
    changes in suppliers;
 
    exchange rate fluctuations, changes in the foreign import tariffs and monetary policies, and other changes in the regulatory climate in the foreign countries in which Applica buys, operates and/or sell products;
 
    product liability, regulatory actions or other litigation, warranty claims or returns of products;
 
    customer acceptance of changes in costs of, or delays in the development of new products;
 
    increased competition, including consolidation within the industry; and
 
    other risks and uncertainties detailed from time to time in Applica’s Securities and Exchange Commission (“SEC”) filings.
          In connection with the proposed transaction with Harbinger, Applica has filed a definitive proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT APPLICA, THE PROPOSED TRANSACTION AND RELATED MATTERS. The final proxy statement has been mailed to Applica shareholders and a supplement explaining the increase in the purchase price described in this press release will be mailed to Applica shareholders.
          Investors and security holders may obtain free copies of these documents as they become available through the website maintained by the SEC at www.sec.gov. In addition, the documents filed with the SEC may be obtained free of charge by directing such requests to Applica Incorporated, 3633 Flamingo Road, Miramar, Florida 33027, Attention: Investor Relations ((954) 883-1000), or from Applica Incorporated’s website at www.applicainc.com.

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          Applica Incorporated and its directors, executive officers and certain other members of Applica management may be deemed to be participants in the solicitation of proxies from Applica shareholders with respect to the proposed transaction. Information regarding the interests of these officers and directors in the proposed transaction has been included in the proxy statement filed with the SEC. In addition, information about Applica’s directors, executive officers and members of management is contained in Applica’s most recent proxy statement and annual report on Form 10-K, which are available on Applica’s website and at www.sec.gov.
 
Black & Decker® is a trademark of The Black & Decker Corporation, Towson, Maryland.

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