TB Wood’s Corporation (NASDAQ: TBWC) announced today that it has commenced its previously announced “Dutch Auction” tender offer to purchase up to 750,000 shares of its common stock at a price per share not less than $5.00 and not greater than $7.50. The mid-point of this range represents approximately a 21% premium above the closing price per share of the common stock of $5.17 on the Nasdaq National Market on July 29, 2005, the last trading day prior to TB Wood’s announcement of its intent to commence the tender offer.
The number of shares of common stock proposed to be purchased in the Dutch Auction tender offer represents approximately 14.44% of the currently outstanding shares of common stock. The closing price per share of the common stock on Nasdaq on August 8, 2005 was $6.04 per share.
The purchase will be financed from borrowings under a proposed new mezzanine debt facility. As a result, the tender offer will be subject to the receipt of debt financing on terms and conditions satisfactory to the Company, in its reasonable judgment, in an amount sufficient to purchase the shares in the tender offer, to repay certain senior bank debt and to pay related fees and expenses. The tender will also be subject to the receipt of a minimum of 500,000 shares validly tendered and not withdrawn. Thomas C. Foley, one of the Company’s directors and the largest stockholder, has informed the Company that he does not intend to tender shares pursuant to the tender offer and the Company’s other directors and executive officers also have advised that they do not intend to tender any shares in the tender offer.
The tender offer will expire at 12:00 midnight, New York City time, on Tuesday, September 6, 2005, unless extended by TB Wood’s. Tenders of shares of common stock must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer.

Posted: 08|25|05 at 10:26 am. Filed under: US News.