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Applica and Hamilton Beach/Proctor-Silex
Dec 26, 2006
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Small appliance maker Applica Incorporated said in February that it would look for possible buyers. In July, the small appliance company seemed to have found what it was looking for. NACCO Industries, Inc. and Applica announced that NACCO would spin off its Hamilton Beach/Proctor-Silex business. Applica would then merge with and into Hamilton Beach/Proctor-Silex. The combined company would be named Hamilton Beach, Inc., and would be headquartered in Richmond, Virginia, U.S.

The new company would have been the largest U.S. public company focused on the small electric household appliance industry, with annual sales of approximately U.S. $1.1 billion. The resulting brand portfolio would include Black & Decker(R), Hamilton Beach(R), Proctor Silex(R), Windmere(R), TrueAir(R), Hamilton Beach(R), and Commercial and Belson(R).

All seemed well with the newly engaged couple when APPLIANCE magazine Senior Associate Editor Jill Russell talked with Hamilton Beach/Proctor-Silex head Dr. Michael J. Morecroft, slated to be the president and CEO of the new Hamilton Beach, Inc.

"It is a compelling strategy to bring together all these very well recognized brands and I think it gives us a lot of focus on being strong enough and sleek enough to give our customers better service," Morecroft tells APPLIANCE.

Morecroft said the merger would reinforce their global position within the housewares industry. "They are very strong in Latin America; they have a strong brand presence in China. We have a strong enduring presence in the U.S. That is going to be the hand-in-the-glove-fit. It is one of those 50-50 things. Put together, I think we'll be very powerful," he told APPLIANCE.

When asked about the future strategy for the mega company, Morecroft couldn't give. "It's day one, we're just holding hands, we're not even at the altar yet in this marriage."

Not To Be

But 3 months later, Applica called off its union with the NACCO business. Instead, Applica announced a definitive agreement with affiliates of Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. Harbinger Capital Partners already owns approximately 40 percent of Applica, making it the largest shareholder in the company, and will acquire all outstanding shares for $6 per share in cash.  The offer was later revised to $6.50 per share.

Applica's board said the new deal was better than the NACCO deal, and terminated that merger in accordance with the terms of the agreement. The new transaction is not subject to any financing condition, the companies said. Completion of the transaction, expected in the first quarter of 2007, is subject to approval by Applica's shareholders and to regulatory approvals and other customary closing conditions.

NACCO Doesn't Take "No" for an Answer

As the year drew to an end, the situation grew more contentious. In mid-December, NACCO made an unsolicited bid for Applica shares, matching the price being offered by rival Harbinger, and filed a second complaint in U.S. court, this one seeking to block the Applica/Harbinger merger.

NACCO made an offer of U.S. $6.50 per share for all of outstanding shares of common stock of Applica.  The offer was made via Apex Acquisition Corporation, a new Florida corporation and an indirect, wholly owned subsidiary of NACCO.

Applica's board said this week that it filed a formal response to the offer with the U.S. Securities and Exchange Commission and will mail a letter to shareholders, recommending that shareholders reject the NACCO offer and vote for the merger between Applica and Harbinger. Applica scheduled a meeting for Dec. 28, 2006 for the purpose of approving the merger between Applica and Harbinger. Applica said completion of the transaction is expected to occur shortly thereafter.

Lawsuit No. 2

Now Applica said another complaint was filed by NACCO, this time alleging that Applica and Harbinger violated securities laws and regulations. The complaint seeks declaratory and injunctive relief, including blocking the Harbinger/Applica merger and ordering Applica to correct alleged misstatements and omissions in its Dec. 4, 2006, proxy statement.

Applica said it believes that the action is without merit and intends to vigorously defend the lawsuit.

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