Nation’s Two Leading Proxy Advisory Firms—ISS and Glass Lewis—Recommend TCP Shareholders vote “FOR” Proposed Merger
Aurora, Ohio – February 5, 2018 – TCP International Holdings, Ltd. (TCP) today announced that both of the nation’s leading independent proxy advisory firms, Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), recommend that TCP shareholders vote “FOR” approval of the merger agreement with Quality Light Source GmbH, an entity affiliated with Ellis Yan and Solomon Yan. Under the terms of the merger agreement, TCP shareholders will receive $1.00 in cash per share.
ISS and Glass Lewis provide independent proxy voting advice to thousands of institutional investors, including mutual funds, pension funds and other fiduciaries.
In its January 31, 2018 report, ISS stated:
Take private transactions that include members of a company’s founding management team may draw additional scrutiny from investors than arm’s-length transactions due to the heightened risks of conflicts of interest.
In this case, the company recently received a default notice, the company’s business condition was deteriorating at an increasing rate, and the controlling shareholders opposed a third-party takeover. For these reasons, in addition to the premium being offered in cash consideration, a vote FOR the merger is warranted.
“We are appreciative of the proxy advisory firms’ votes of confidence in the proposed merger,” said Brian Catlett, CEO of TCP. “We urge all of TCP’s shareholders to follow the recommendations of these independent authorities and the independent TCP board by voting “FOR” the approval of the merger agreement, as a failure to vote is the equivalent of a vote against the merger.”
An extraordinary general meeting of TCP shareholders to consider and vote upon the merger agreement will be held on February 13, 2018, at 5:00 p.m. Central European Time, at the offices of Lenz & Staehelin at Brandschenkestrasse 24, CH-8027 Zürich, Switzerland. All TCP shareholders of record at the close of business on February 1, 2018 are entitled to vote.
Voting is currently open and TCP shareholders who have questions about the merger or who need assistance in submitting their proxy or voting their shares should contact the company’s proxy solicitor, Innisfree M&A Incorporated, at 1 (888) 750-5834 (toll-free from the U.S. and Canada) or 1 (412) 232-3651 (from other locations).
TCP International Holdings, Ltd (OTC: TCPIF), is a leading global manufacturer and distributor of energy efficient lighting technologies. TCP’s extensive product offerings include LED and CFL lamps and fixtures and other energy efficient lighting products. TCP is a proud ENERGY STAR® partner of the U.S. Environmental Protection Agency. TCP’s products are currently offered through thousands of retail and C&I distributors. Since TCP’s inception, it has sold more than one billion energy efficient lighting products. For more information, visit www.tcpi.com.
Cautionary Statement Regarding Forward-Looking Statements
From time to time we make statements (including some contained in this press release) that predict or forecast future events, depend on future events for their accuracy or otherwise contain “forward-looking” information and constitute “forward-looking statements” within the meaning of applicable U.S. securities laws. Such statements are generally identifiable by terminology such as “plans,” “expects,” “estimates,” “budgets,” “intends,” “anticipates,” “believes,” “projects,” “indicates,” “targets,” “objective,” “could,” “should,” “may” or other similar words. By their very nature, forward-looking statements require us to make assumptions that may not materialize or that may not be accurate. Readers should not place undue reliance on forward-looking statements and should recognize that such statements are predictions of future results, which may not occur as anticipated. Actual results may differ materially as a result of various factors, some of which are outside of our control, including: the failure to obtain the approval of TCP’s shareholders in connection with the proposed transaction; the failure to consummate or delay in consummating the proposed transaction for other reasons; the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied; the risk that the buyer will not be able obtain the financing it requires to consummate the proposed transaction; the diversion of management time on transaction-related issues; the potential for litigation regarding the proposed transaction; and the ability to retain and hire key personnel and maintain relationships with providers or other business partners pending completion of the proposed transaction.
Other factors, risks and uncertainties that could cause actual conditions, events or results to differ materially from our expectations discussed in this press release include those factors described in TCP’s reports filed with and available from the Securities and Exchange Commission. Our forward-looking statements are based on current beliefs, assumptions and expectations. No assurances can be given that any of the events anticipated by these forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our actual results, levels of activity, performance or achievements. All forward-looking statements speak only as of the date on which they are made and, except as required by law, we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances upon which any statement is based.
Important Information For Investors And Shareholders
TCP has mailed materials relevant to the proposed transaction, including its proxy statement, to its shareholders. TCP’s shareholders are urged to read all relevant documents mailed by TCP, including the proxy statement, because they contain important information. Copies of the proxy statement and other relevant materials are available free of charge on TCP’s website at http://investors.tcpi.com/.