Attached files
| file | filename |
|---|---|
| 8-K - MISCOR GROUP, LTD. | mis_8k12182009.htm |
| EX-10.1 - SHARE AND DEBT PURCHASE AGREEMENT - MISCOR GROUP, LTD. | mis_8k1218ex101.htm |
Exhibit
99.1
FOR
IMMEDIATE RELEASE
MISCOR
Group Announces Sale of AMP Montreal Business Unit As Initial Step in Overall
Restructuring Plan
SOUTH BEND, Ind., Dec. 23,
2009 – Industrial services provider MISCOR Group, Ltd. (OTC BB: MIGL)
today announced the initiation of a comprehensive restructuring plan designed to
refocus the Company on its core industrial services business. The
restructuring plan includes a number of organizational changes and the sale of
non-core businesses based on the Company’s refocused vision.
On
Monday, December 21, MISCOR completed the sale of its AMP-Montreal business
unit, one of its businesses in the Rail Service Segment. AMP was sold
to Novatech, Inc. of Montreal for $1.5 million, including $1.1 million in cash
and a note for $400,000 to be paid over three years. The sale follows MISCOR’s
recent announcement that it would pursue divestures of certain businesses that
did not align with its long-term vision.
The
restructuring plan also calls for MISCOR to divest its remaining subsidiaries in
the Rail Services segment, as well as its Construction Services subsidiaries,
allowing MISCOR to concentrate on industrial and utility services as the
refocused vision for the company.
“We see
long-term growth opportunities in the industrial services segment, including the
wind and utility markets, as well as the heavy industrial market we have
traditionally served. The restructuring plan calls for the Company to
focus its energy and resources in these core markets,” said John A. Martell,
President and CEO of MISCOR Group. “Macro-economic conditions have
created many challenges for industrial service companies in the last year, but
we remain convinced that those who survive will be faced with tremendous growth
opportunities. We are positioning MISCOR to participate in the
expected turnaround in industrial services by reducing our cost structure,
outsourcing non-core functions, and realigning our management
team.”
As part
of its current restructuring, MISCOR is reorganizing and reducing the cost of
its management structure. James Lewis, Vice President,
Secretary and General Counsel, has resigned his role as Vice
President of MISCOR but continues to serve the Company on a
consulting basis as outside General Counsel and Secretary. Bernie DeWees has
stepped down as President of Magnetech Industrial Services but continues to
serve Magnetech as a consultant to the Industrial Services leadership team.
Edward Matheny, Vice President, Sales and Marketing of Magnetech Industrial
Services, has been elevated to Executive Vice President and will
oversee Magnetech operations while continuing to lead Magnetech’s sales and
marketing team.
Martell
continued: “We are excited to have Ed Matheny take on a greater role for
Magnetech. He will continue to work closely with Bernie DeWees, but
this promotion will engage Ed’s dynamic management skills with the operating
side of our industrial services business. I will continue to provide oversight
and strategic direction to the industrial service business.”
The
Company has retained Western Reserve Partners LLC, based in Cleveland, to help
with the divestiture of its remaining Rail Services subsidiaries. The Company is
also in discussions regarding the potential sale of MISCOR’s Construction
Services subsidiaries to Mr. Martell.
Martell
concluded: “We are pleased with the progress we’ve made to ensure that our
Company remains positioned and appropriately structured to achieve sustainable
long-term growth and profitability. MISCOR began as an industrial
services company, and it is time to return to our core business. We
expect that our rail and construction businesses will enjoy greater success as
independent companies after their divestiture, without the capital constraints
caused by being part of MISCOR in this difficult economic period. The proceeds
from these transactions will pay down part of the Company's debt, with any
remaining proceeds expected to provide working capital to help fuel the growth
we anticipate within Magnetech Industrial Services in the coming
year.”
About
MISCOR
South
Bend, Ind.-based MISCOR Group, Ltd. (OTC BB: MIGL) currently provides electrical
and mechanical solutions to industrial, commercial and institutional customers
through three segments: Industrial Services, consisting of the Company’s
maintenance and repair services to several industries including electric motor
and wind power and repairing, manufacturing, and remanufacturing industrial
lifting magnets for the steel and scrap industries, Construction and Engineering
Services, consisting of MISCOR’s electrical and mechanical
contracting services, mainly to industrial, commercial, and institutional
customers, and Rail services, consisting of the Company’s manufacturing and
rebuilding of power assemblies, engine parts, and other components related to
large diesel engines and its locomotive maintenance, remanufacturing, and repair
services for the rail industry.
Forward-Looking
Statements
This
press release includes "forward-looking statements" within the meaning of the
safe harbor provisions of the United States Private Securities Litigation Reform
Act of 1995. Words such as “anticipates,” “believes,” “estimates,”
“expects,” “intends,” “should,” “could,” “will,” or variations of such words and
similar expressions are intended to identify forward-looking
statements. These forward-looking statements reflect the Company's
views, expectations and beliefs at the time such statements were made with
respect to such matters, and may cover such items as the Company's future plans,
objectives, events, contract pricing and results such as revenues, expenses,
income, earnings per share, capital expenditures, operating margins, financial
position, expected results of operations and other financial
items. There are a number of factors, many of which are beyond the
Company's control, which could cause actual results and outcomes to differ
materially from those described in the forward-looking
statements. Forward-looking statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions (“Risk
Factors”) that make the timing, extent, likelihood and degree of occurrence of
these matters difficult to predict. Risk Factors include, among
others: price of raw materials, ability to win and service competitively priced
new contracts in sufficient amounts to operate and expand effectively, employee
turnover, ability to compete in highly competitive, geographically diverse
marketplaces, ability to complete planned civestitures and varying and sometimes
volatile economic conditions. For further discussion of risks and
uncertainties, individuals should refer to the Company's SEC filings. MISCOR
Group, Ltd. undertakes no obligation and does not intend to update these
forward-looking statements to reflect events or circumstances occurring after
this press release is issued. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of
this press release. All forward-looking statements are qualified in their
entirety by this cautionary statement.
###
CONTACT:
Karen
Keller, Jeff Lambert
Lambert,
Edwards & Associates
(616) 233-0500 kkeller@lambert-edwards.com