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Toyota Industries Corporation Completes Acquisition of Cascade Corporation

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By Business Wirevia The Motley Fool

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Toyota Industries Corporation Completes Acquisition of Cascade Corporation

KARIYA, Japan & FAIRVIEW, Ore.–(BUSINESS WIRE)– Toyota Industries Corporation (Tokyo Stock Exchange: 6201) (“TICO“) and Cascade Corporation (NYS: CASC) (“Cascade”) today announced that TICO has successfully completed its acquisition of Cascade for $65.00 per share in a transaction valued at approximately $760 million.

The transaction creates a leading global materials handling business with a wider spectrum of high-quality and innovative products related to the lift truck business. While wholly owned, Cascade will continue to be based in Fairview, Oregon and will operate as an independent subsidiary of TICO. Cascade’s strict policies on confidentiality regarding competitive information will remain unchanged. TICO recognizes and respects the importance of this policy to customers and to the continued success of the business.

TICO completed the acquisition of Cascade through a tender offer and a short-form merger, without a vote or meeting of Cascade’s shareholders. In the merger, each outstanding share of Cascade’s common stock not purchased in the tender offer or otherwise owned by TICO was converted into the right to receive the same $65.00 consideration that was provided in the tender offer, less any required withholding taxes and without interest. Cascade’s common stock will cease to be traded on the NYSE. TICO intends to de-register Cascade’s common stock as promptly as practicable following the effective time of the merger.

Nomura Securities is serving as exclusive financial advisor to TICO and White & Case LLP is serving as legal advisor in connection with the transaction. BofA Merrill Lynch is serving as exclusive financial advisor to Cascade, and Miller Nash LLP is serving as Cascade’s legal advisor.

About Toyota Industries Corporation

Toyota Industries Corporation is a leading transportation equipment company engaged primarily in the manufacture and sale of automobiles, materials handling equipment and textile machinery, as well as in the logistics business in Japan and internationally. Toyota Industries Corporation‘s common stock is listed on the Tokyo Stock Exchange where it trades under the symbol “6201”. For more information about Toyota Industries Corporation, please visit www.toyota-industries.com.

About Cascade Corporation

Cascade Corporation is one of the world’s leading manufacturers of materials handling load engagement devices and related replacement parts, primarily for the lift truck industry and to a lesser extent, the construction industry. For more …read more
Source: FULL ARTICLE at DailyFinance

Business, Finance, Occupation & Industry

Toyota Industries Corporation Announces Successful Completion of Cash Tender Offer for Shares of Cas

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By Business Wirevia The Motley Fool

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Toyota Industries Corporation Announces Successful Completion of Cash Tender Offer for Shares of Cascade Corporation

KARIYA, Japan–(BUSINESS WIRE)– Toyota Industries Corporation (Tokyo Stock Exchange: 6201) (“TICO“) today announced the successful completion of the tender offer by Industrial Components and Attachments II, Inc., an indirect wholly owned subsidiary of TICO, for all outstanding common shares of Cascade Corporation (NYS: CASC) (“Cascade”) for $65.00 per share (the “Offer”). The Offer expired at 12:00 midnight, New York City time, on Wednesday, March 27, 2013. Based on preliminary information provided by the depositary, as of the expiration of the Offer, 10,276,861 shares of common stock of Cascade were validly tendered and not properly withdrawn (including 491,605 shares tendered pursuant to notices of guaranteed delivery), representing approximately 91.8% of the outstanding shares. All of such shares have been accepted for payment in accordance with the terms of the Offer.

The waiting period applicable to the Offer and the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), expired on March 26, 2013. On March 27, 2013, the Antitrust Division notified TICO and Cascade that it had decided to close its investigation of the purchase of the shares and the merger. Accordingly, the condition of the Offer relating to the expiration or termination of the HSR Act waiting period was satisfied.

TICO, together with its subsidiaries, intends to make prompt payment for the shares of common stock of Cascade validly tendered in the Offer. TICO will then purchase additional shares from Cascade pursuant to the merger agreement and complete and close the merger and acquisition of Cascade without the approval of Cascade’s remaining shareholders. All outstanding shares of common stock of Cascade, other than shares owned by TICO, Purchaser or Cascade (or any of their respective subsidiaries), will be canceled and converted into the right to receive cash equal to the $65.00 offer price per share without interest thereon and less any applicable withholding taxes. In addition, upon consummation of the merger, the common stock of Cascade will cease to be traded on the New York Stock Exchange.

Upon consummation of the merger, Cascade will become an indirect wholly owned subsidiary of TICO. While wholly owned, Cascade will continue to be based in Fairview, Oregon and will operate as an independent subsidiary of TICO. Cascade’s strict policies on confidentiality regarding competitive information will remain unchanged. TICO recognizes and respects the importance of this policy to customers and to the continued success of the business.

Nomura Securities is serving as exclusive financial …read more
Source: FULL ARTICLE at DailyFinance

Business, Finance, Occupation & Industry

Toyota Industries Corporation Announces Extension of Cash Tender Offer for Shares of Cascade Corpora

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By Business Wirevia The Motley Fool

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Toyota Industries Corporation Announces Extension of Cash Tender Offer for Shares of Cascade Corporation

KARIYA, Japan–(BUSINESS WIRE)– Toyota Industries Corporation (Tokyo Stock Exchange: 6201) (“TICO“) today announced that Industrial Components and Attachments II, Inc., an indirect wholly owned subsidiary of TICO, has extended its tender offer for all outstanding common shares of Cascade Corporation (NYS: CASC) (“Cascade”) for $65.00 per share (the “Offer”). The Offer was scheduled to expire at 12:00 midnight, New York City time, on Thursday, March 21, 2013. With the consent of Cascade, the Offer has been extended to expire at 12:00 midnight, New York City time, on Wednesday, March 27, 2013, unless further extended. All other terms and conditions of the Offer remain unchanged.

As previously announced, TICO received a Request for Additional Information and Documentary Material (the “Second Request“) from the Antitrust Division of the Department of Justice (the “Antitrust Division“) with respect to the Offer. On February 15, 2013, TICO certified to the Antitrust Division substantial compliance with the Second Request. Additionally, TICO provided a timing commitment to the Antitrust Division pursuant to which TICO committed not to close the transaction prior to 30 days thereafter without the consent of the Antitrust Division and to provide at least 10 days notice to the Antitrust Division prior to consummating the acquisition of Cascade. On March 4, 2013, TICO provided a revised timing commitment to the Antitrust Division pursuant to which TICO committed to extend the date prior to which TICO will not consummate the transaction without the consent of the Antitrust Division to 40 days after February 15, 2013 and to provide at least 10 days notice to the Antitrust Division prior to consummating the acquisition of Cascade. Cascade informed TICO that it also received a Request for Additional Information and Documentary Material from the Antitrust Division and that it is currently in the process of responding to such request and intends to cooperate with the Antitrust Division with respect to such request. TICO expects to continue to work cooperatively with the Antitrust Division as it completes its review of the proposed transaction in order to respond to and resolve expeditiously any questions the Antitrust Division may have. The Offer is now scheduled to expire at 12:00 midnight, New York City time, on Wednesday, March 27, 2013. The transaction is expected to be completed immediately upon receiving regulatory approval from the Antitrust Division.

Computershare Trust Company, N.A., the depositary for the Offer, has advised TICO that, as of 5:00 p.m., New York City time, on March 6, 2013, 3,171,563 shares of common stock of Cascade …read more
Source: FULL ARTICLE at DailyFinance