Salton, Inc. completed its acquisition of APN Holding Company, Inc., the parent of Applica Incorporated, which was accomplished through a merger of a wholly-owned subsidiary of Salton with and into APN. Completion of the transaction follows approval by Salton stockholders of all matters necessary for the acquisition by Salton of APN.
As a result, Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P., which were the sole stockholders of APN, became the controlling stockholders of Salton, owning approximately 92% of the outstanding shares of Salton's common stock. Holders of Salton's Series A Voting Convertible Preferred Stock (excluding Harbinger Capital Partners), Series C Nonconvertible (Non Voting) Preferred Stock (excluding Harbinger Capital Partners) and common stock (excluding Harbinger Capital Partners) outstanding immediately prior to the merger own approximately 3%, 3% and 2%, respectively, of the outstanding common stock of Salton immediately following the merger and related transactions.
The combination of Salton and Applica creates one of the largest U.S. public companies focused on the small household appliance and pet supply products industries, with the scale and customer relationships to provide category leadership and efficiencies. The combined company has a broad portfolio of well recognized brand names such as Black & Decker, George Foreman, Russell Hobbs, Toastmaster, LitterMaid, and Farberware. Salton and its subsidiaries after the merger will continue to design, service, market and distribute a wide range of products under these brand names, including small kitchen and home appliances, pet and pest products, and personal care and wellness products.
In connection with the closing of the merger, each member of Salton's board of directors resigned effective upon the closing and Harbinger Capital Partners' designees: Lawrence M. Clark Jr., Eugene I. Davis, Jeffrey T. Kirshner, and David M. Maura - were elected in their place. The new Salton Board of Directors then elected Terry L. Polistina to serve as CEO of Salton and Ivan R. Habibe to serve as vice president and chief financial officer of Salton. Prior to the closing, Polistina was Applica's Chief Operating Officer, having held that title since May 2006, and was also Applica's chief financial officer, having served in that capacity since January 2001. Habibe was previously Applica's chief accounting officer, having held that title since May 2006 and prior thereto held senior finance positions with Applica.
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