sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
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AULT INCORPORATED
(Name of Subject Company)
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LAKERS ACQUISITION CORP.
SL INDUSTRIES, INC.
(Names of Filing Persons--Offeror)
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COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
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051503100
(Cusip Number of Class of Securities)
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JAMES C. TAYLOR
SL INDUSTRIES, INC.
520 Fellowship Road
Suite A114
Mount Laurel, New Jersey 08054
(856) 727-1500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
COPIES TO:
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
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|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates: |X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. |_|
FOR IMMEDIATE RELEASE
Contact: Mike Verrechia
Morrow & Co., Inc.
203-658-9400
Ault.info@morrowco.com
SL INDUSTRIES, INC. ANNOUNCES PLANS
TO ACQUIRE AULT INCORPORATED
MT. LAUREL, NEW JERSEY, DECEMBER 19, 2005 . . . SL INDUSTRIES, INC. (AMEX &
PHLX:SLI) announced today that it has signed a definitive agreement to acquire
all of the outstanding shares of common stock of Ault Incorporated (NASDAQ:AULT)
(approximately 4,861,000 shares) for $2.90 per share in cash.
Under the terms of the definitive agreement, a wholly-owned subsidiary of
SL Industries will commence a cash tender offer to acquire all of Ault's
outstanding shares of common stock. Upon completion of the tender offer, SL
Industries will effect a merger between this subsidiary and Ault in which the
remaining Ault shareholders will receive $2.90 per share in cash. In addition,
SL Industries will cash out Ault stock options with an exercise price of less
than $2.90 per share and all other outstanding options will be canceled. The
board of directors of Ault has unanimously approved the acquisition and has
voted to recommend that Ault's shareholders accept the tender offer and tender
their Ault shares. Following the merger, Ault will become a wholly-owned
subsidiary of SL Industries. SL Industries expects to commence the tender offer
on or before December 23, 2005.
Ault has agreed not to seek or solicit other offers or proposals to acquire
Ault, or to furnish any non-public information or engage in discussions or
negotiations in connection therewith, except under certain limited
circumstances. Ault has also agreed to pay a break-up fee of $750,000 and to
reimburse SL Industries' expenses up to $500,000 if this transaction is not
consummated under certain circumstances.
The consummation of the transaction is subject to certain conditions,
including the valid tender in the tender offer of at least a majority of the
outstanding shares of common stock of Ault excluding shares held by SL
Industries.
Commenting on the transaction, James Taylor, Chief Executive Officer of SL
Industries, said: "We are very excited about Ault becoming part of the SL
Industries Power Electronics Group. Ault's broad customer base, presence in the
Asian market and complementary product lines have tremendous strategic
potential. The combination of the Condor and Ault product lines will create the
premier power supply resource for the medical and other markets."
NOTICE TO INVESTORS
This announcement is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell securities. The tender offer for
the outstanding shares of Ault common stock described in this announcement has
not commenced. At the time the offer is commenced, SL Industries' wholly owned
subsidiary will file a tender offer statement with the Securities and Exchange
Commission (SEC), and Ault will file a solicitation and recommendation statement
with respect to the offer. The tender offer statement (including an offer to
purchase, a related letter of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important information that
should be read carefully before any decision is made with respect to the tender
offer. Those materials will be made available to Ault's security holders at no
expense to them. In addition, all of those materials (and all other offer
documents filed with the SEC) will be available at no charge on the SEC's web
site (WWW.SEC.GOV) or from Morrow & Co., Inc. by calling 203-658-9400 or by
email to AULT.INFO@MORROWCO.COM.
ABOUT SL INDUSTRIES
SL Industries, Inc. designs, manufactures and markets power electronics, power
motion, power protection, teleprotection and communications equipment and
systems that is used in a variety of medical, aerospace, computer, datacom,
industrial, telecom, transportation and electric power utility equipment
applications. For more information about SL Industries, Inc. and its products,
please visit SL Industries' web site at WWW.SLINDUSTRIES.COM.
ABOUT AULT
Ault is a leading manufacturer of power conversion products and is a major
supplier to original equipment manufacturers of wireless and wire line
communications infrastructure, computer peripherals and handheld devices,
medical equipment, industrial equipment and printing/scanning equipment.