Distribution Solutions Group, Inc. (Nasdaq: DSGR) (“DSG” or
the “Company”), a multi-platform specialty distribution
company, announced today that it has commenced a subscription
rights offering (“Rights Offering”) pursuant to which it intends to
raise gross proceeds of up to approximately $100 million. The
Company will distribute at no charge to holders of its common
stock, par value $1.00 per share (“Common Stock”), as of the close
of business on May 1, 2023 (the record date for the Rights
Offering), one subscription right for each share of Common Stock
held. Each subscription right entitles the holder to purchase 0.105
shares of Common Stock at a subscription price of $45.00 per share.
The subscription rights are transferable, but will not be listed
for trading on any stock exchange or market. In addition, holders
of subscription rights who fully exercise their subscription rights
are entitled to oversubscribe for additional shares of Common
Stock, subject to proration.
The Rights Offering is expected to expire at 5:00 p.m., Eastern
Time, on May 30, 2023 (“Expiration Date”), subject to extension or
earlier termination.
Luther King Capital Management Corporation and its affiliates,
including J. Bryan King, our Chairman, President and Chief
Executive Officer (collectively, the “LKCM Affiliates”), have
indicated that they intend to participate, directly or through
their affiliates, in the Rights Offering and fully subscribe to the
shares of Common Stock corresponding to their subscription rights.
The LKCM Affiliates have also indicated that they intend to fully
exercise their over-subscription rights to purchase their
proportion of the underlying securities related to the Rights
Offering that remain unsubscribed at the Expiration Date.
Holders of subscription rights who hold their shares directly
will receive a prospectus, a prospectus supplement, a letter from
DSG describing the Rights Offering and a subscription rights
certificate. Those holders who intend to exercise their
subscription rights and over-subscription rights should review all
of these materials, properly complete and execute the subscription
rights certificates, and deliver the subscription rights
certificates and full payment to Computershare, the subscription
agent for the Rights Offering, at the address set forth in the
prospectus supplement.
The Rights Offering is more fully described in the prospectus
supplement filed with the Securities and Exchange Commission
(“SEC”) on May 9, 2023. A copy of the prospectus, prospectus
supplement or further information with respect to the Rights
Offering may be obtained by contacting Georgeson LLC, the
information agent for the Rights Offering, at (888) 206-5970.
About Distribution Solutions Group,
Inc.
DSG is a multi-platform specialty distribution company providing
high touch, value-added distribution solutions to the maintenance,
repair & operations (“MRO”), the original equipment
manufacturer and the industrial technologies markets. DSG was
formed through the strategic combination of Lawson Products, a
leader in MRO distribution of C-parts, Gexpro Services, a leading
global supply chain services provider to manufacturing customers,
and TestEquity, a leader in electronic test & measurement
solutions.
Through its collective businesses, DSG is dedicated to helping
customers lower their total cost of operation by increasing
productivity and efficiency with the right products, expert
technical support, and fast, reliable delivery to be a one-stop
solution provider. DSG serves approximately 110,000 customers in
several diverse end markets supported by approximately 3,100
dedicated employees and strong vendor partnerships. DSG ships from
strategically located distribution and service centers to customers
in North America, Europe, Asia, South America and the Middle
East.
For more information on Distribution Solutions Group please
visit www.distributionsolutionsgroup.com.
Forward-Looking Statements
This release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), Section 21E of the Securities Exchange Act
of 1934, as amended, and the “safe harbor” provisions under the
Private Securities Litigation Reform Act of 1995, that involve
risks and uncertainties. The terms “aim,” “anticipate,” “believe,”
“contemplates,” “continues,” “could,” “ensure,” “estimate,”
“expect,” “forecasts,” “if,” “intend,” “likely,” “may,” “might,”
“objective,” “outlook,” “plan,” “positioned,” “potential,”
“predict,” “probable,” “project,” “shall,” “should,” “strategy,”
“will,” “would,” and other words and terms of similar meaning and
expression are intended to identify forward-looking statements.
Forward-looking statements do not relate to historical or
current facts and are only predictions and reflect the views of the
Company as of the date they are made with respect to future events
and financial performance. These statements are not guarantees of
future performance and involve risks, uncertainties and assumptions
that are difficult to predict. The Company gives no assurance that
any goal set forth in forward-looking statements can be achieved
and cautions readers not to place undue reliance on such
statements, which speak only as of the date made. These statements
are based on the Company’s management’s current expectations,
intentions or beliefs and are subject to assumptions and
uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. Factors
that could cause or contribute to such differences or that might
otherwise impact if and to what extent the stockholders of record
will exercise their subscription rights to purchase Common Stock
include, but are not limited to, (i) the Company’s expected use of
proceeds from the Rights Offering, (ii) the terms and conditions of
the Rights Offering, including the subscription price and (iii)
other risks and uncertainties indicated in the Company’s annual
report on Form 10-K, particularly those under its “Risk Factors”
section, and from time to time in the Company’s other filings with
the SEC. The information contained in this press release is as of
the date indicated above. The Company assumes no obligation to
update any forward-looking statements contained in this press
release as a result of new information or future events or
developments.
Non-Solicitation
This release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act or an exemption therefrom.
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version on businesswire.com: https://www.businesswire.com/news/home/20230508005821/en/
Distribution Solutions Group, Inc. Ronald J. Knutson Executive
Vice President and Chief Financial Officer 773-304-5665
Distribution Solutions (NASDAQ:DSGR)
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