Salton/Applica Merger Under Discussion
Nov 16, 2006
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Salton and Applica merger discussions are underway, and Salton said today it signed an exclusivity agreement with Harbinger Capital Partners Master Fund I, Ltd., promising not to solicit or negotiate a merger with any other entity, at least until after December 15. Salton and Harbinger are in discussions about a possible combination of Salton and Applica; Applica is party to a definitive agreement to be acquired by affiliates of Harbinger.

It's the latest wrinkle in the U.S. housewares appliances OEM merger drama. The story took off this summer with the announcement that Applica Inc. would merge with Hamilton Beach/Proctor-Silex, after Ham-Beach was spun off from parent company NACCO Industries, Inc.

The merger seemed like a done deal, but in October Applica (Miramar, Florida, U.S.) pulled the plug on the merger and announced a definitive agreement with affiliates of Harbinger Capital Partners Master Fund I 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 plans to acquire all outstanding shares for $6 per share in cash.

Days later, Salton, Inc. (Lake Forest, Illinois, U.S.) said it would consider a merger with another party in the appliance industry and said it had seen "expressions of interest" from third parties.

On Monday this week, NACCO initiated legal action in the U.S. State of Delaware Chancery Court against Applica Incorporated and affiliates of Harbinger. NACCO alleged a number of contract and tort claims against the defendants. NACCO is seeking specific performance of a merger agreement between Applica and a NACCO subsidiary, or, alternatively, the payment of monetary damages. NACCO also requested that the court order Harbinger to divest certain shares of Applica.

Applica said yesterday that the Applica/Harbinger merger received early termination of a merger waiting period normally imposed by the U.S. Department of Justice. The Applica/Harbinger merger remains subject to shareholder approval.

The Salton/Applica merger exclusivity agreement was announced this morning.

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