Calderone will reject the offer. Some of the conditions will be unacceptable to him. He controls over 33% of the outstanding shares and could make more money by liquidating the company under his direction. On a positive note, the combination of the tender offer and the 13D might precipitate some action.
freeedgar.com
Equilink Capital Partners LLC. Announces Its Intention to commence a tender offer for all the outstanding shares of Calton Inc. (AMEX: CN) (not to exceed 4,385,000 shares) at a purchase price of $5.50 per share in cash.
NEW YORK--May 11, 2001---Equilink Capital Partners, LLC., announced today that it had notified Calton Inc. (AMEX: CN), of its intention to tender for all of the outstanding shares of Calton at $5.50 per share in cash net to the shareholders.
Equilink believes that this offer will provide a substantial premium over the current market price of the Common Stock for the shareholders of Calton. Equilink's notice to Calton provided in relevant part: "Equilink is concerned about numerous decisions made by the management of Calton Inc., including investments and/or loans made to "eCalton", "PrivilegeONE" and "IGP". In order to avoid a further decline in shareholder value, Equilink intends to commence a tender offer for all the outstanding shares of Common Stock of Calton Inc. at a purchase price of $5.50 per share in cash. The tender offer will be subject to various conditions, including redemption of Calton's "poison pill", standard due diligence, cooperation of Calton's management, which will include but not be limited to making the books of Calton available for review, inspection of all equipment, fixtures and other assets, the cancellation of any and all unexercised below market options held by management, confirmation that the company has maintained unencumbered the amount of cash shown in the company's financial statements as of February 28, 2001 contained in its most recent Quarterly Report on Form 10-Q, the obtaining of all required regulatory approvals and other standard conditions. Equilink believes that this tender offer will provide a substantial premium over the current market price of the Common Stock for the shareholders of Calton."
The tender offer described in this announcement for the outstanding shares of Calton has not yet commenced, and this announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer will be made only through the Offer to Purchase and the related Letter of Transmittal. We urge investors and security holders to read the following documents, when they become available, regarding the tender offer, because they will contain important information:
-Equilink's Tender Offer Statement on Schedule TO including the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery
-Calton's Solicitation/Recommendation Statement on Schedule 14D-9.
These documents and amendments to these documents will be filed with the United States Securities and Exchange Commission when the tender offer commences. When these and other documents are filed with the SEC, they may be obtained free at the SEC's web site at www.sec.gov. You may also obtain for free each of these documents (when available) from the Information Agent for the offer, to be announced.
Contact: Evan Harrison Berger, General Counsel
Equilink Capital Partners LLC
(212) 755-4040 |
