Wabash National Corporation (NYSE: WNC) has completed the acquisition of Supreme Industries, Inc. (NYSE American: STS) following a cash tender offer by a subsidiary of Wabash National for all outstanding shares of Supreme’s Class A and Class B common stock. The signing of the definitive agreement was previously announced August 8.
“We are excited to add the Supreme business to our company in order to leverage the urbanization and ecommerce trends which are fueling a consumer preference for home delivery,” said Chief Executive Officer Dick Giromini. “This acquisition is the continuation of our growth and diversification strategy into the rapidly growing final mile space. Wabash intends to be at the forefront of the final mile evolution in the transportation market, and the addition of Supreme to our portfolio advances that strategy. I welcome the Supreme associates to the Wabash team.”
The depositary for the tender offer has advised Wabash National that at the completion of the offering period at 12:01 a.m. Eastern Time, on September 27, stockholders of Supreme had validly tendered 14,074,879 Class A Shares and 1,656,466 Class B Shares (including shares tendered through notices of guaranteed delivery), representing an aggregate of approximately 91.67% of Supreme’s outstanding shares as of such time (or approximately 90.88% of outstanding shares excluding notices of guaranteed delivery).
The shares tendered in the offer were sufficient under the Delaware General Corporation Law for a subsidiary of Wabash National to merge with and into Supreme after the completion of the tender offer and for Supreme to become a wholly owned subsidiary of Wabash National without a vote of Supreme’s stockholders. Shares validly tendered and not properly withdrawn during the offering period have been accepted for payment and will be paid promptly. As a result of the merger that followed the tender offer, each Share not tendered and accepted for payment in the offer (other than those Shares with respect to which the holders properly exercise appraisal rights and Shares held by Wabash National or a subsidiary of Wabash National) has been converted into the right to receive $21 net to the seller in cash, without interest thereon and subject to applicable withholding taxes.
As a result of the acquisition, Supreme became a direct wholly owned subsidiary of Wabash National and Supreme’s shares will cease to be traded on the NYSE American.