HOUSTON, April 29, 2021 (GLOBE NEWSWIRE) -- Houston Wire & Cable Company (NASDAQ: HWCC) (HWCC) has postponed its Annual Meeting of Stockholders in light of its proposed merger with a subsidiary of Omni Cable, LLC (OmniCable) pursuant to the Agreement and Plan of Merger dated as of March 24, 2021, among OmniCable, its subsidiary and HWCC.
The 2021 Annual Meeting of Stockholders was to have been held on May 25, 2021, but because the HWCC Board of Directors anticipates that the merger transaction will close in the second quarter of 2021, the Board determined that the Annual Meeting should be postponed. A postponed Annual Meeting will be held (and the meeting date, record date and related dates for stockholder proposals announced) later in 2021 if the merger is not consummated.
About HWCC
With 45 years’ experience in the industry, Houston Wire & Cable Company, an industrial distributor, is a large provider of wire and cable and fastener products in the U.S. market. Headquartered in Houston, Texas, the Company has sales and distribution facilities strategically located throughout the United States.
Comprehensive value-added services include same-day shipping, knowledgeable sales staff, inventory management programs, just-in-time delivery, logistics support, customized online ordering capabilities and 24/7/365 service.
Additional Information and Where to Find It
This press release relates to the proposed transaction involving HWCC and OmniCable. HWCC intends to file a proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies in connection with the proposed transaction. This press release does not constitute a solicitation of any vote or approval, and is not a substitute for the Proxy Statement or any other document that HWCC may file with the SEC or send to its stockholders in connection with the proposed transaction.
Promptly after filing the definitive Proxy Statement with the SEC, HWCC will mail the definitive Proxy Statement and a proxy form to each stockholder entitled to vote at the annual meeting at which the proposed transaction will be considered. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT HWCC FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s web site, http://www.sec.gov, at HWCC’s website, www.houwire.com, or by writing to HWCC at Houston Wire & Cable Company, 10201 North Loop East, Houston, TX 77029, attention: Corporate Secretary.
Participants in Solicitation
HWCC and its directors and executive officers are participants in the solicitation of proxies from stockholders in connection with the proposed transaction. Information about the directors and executive officers of HWCC is set forth in the proxy statement for HWCC’s 2020 annual meeting of stockholders, which was filed with the SEC on March 26, 2020, and in HWCC’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 25, 2021, as amended by the Form 10-K/A filed with the SEC on April 28, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.
Cautionary Note Regarding Forward-Looking Statements
Forward-looking statements in this press release are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to, but are not limited to, information or assumptions about the duration, extent and impact of the COVID-19 pandemic, our sales and marketing strategy, sales (including pricing), income, operating income or gross margin improvements, working capital, cash flow, interest rates, impact of changes in accounting standards, future economic performance, management’s plans, goals and objectives for future operations, performance and growth or the assumptions relating to any of the forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “aim”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “project”, “should”, “will be”, “will continue”, “will likely result”, “would” and other words and terms of similar meaning in conjunction with a discussion of future operating or financial performance. HWCC cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results. Actual results could differ materially from those expressed or implied in the forward-looking statements. The factors listed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements.