All American Group, Inc. Announces Merger Agreement With All American Group Holdings, LLC
ELKHART, Ind., Nov. 12, 2010 /PRNewswire-FirstCall/ — All American Group, Inc.
(formerly Coachmen Industries, Inc.) (OTC: COHM), today announced it has agreed
to be acquired by affiliates of All American Group Holdings, LLC, an affiliate
of H.I.G. All American, LLC, in a merger that would result in AAG’s shareholders
(other than H.I.G.) receiving $0.20 per share, plus an interest in a liquidating
trust that will have a contingent right to receive proceeds from the sale of
certain of AAG’s assets.
Upon closing of the merger, certain of AAG’s assets will be offered for sale for
a minimum price of $12 million. The sale of the assets will be negotiated on
behalf of AAG by a special committee of AAG’s board of directors. The majority
of the members of the committee will be directors who are not affiliated with
H.I.G.
If an agreement is entered into for the sale of the assets within nine months
after the closing of the merger, the excess of the net sale proceeds over $5
million will be deposited in the liquidating trust for distribution to the
former AAG shareholders pro rata (in addition to the $0.20 per share to be paid
in connection with the closing of the merger). AAG cannot give assurance that
the sale of the assets will be completed within the 9 months’ time frame or that
it will bring a sufficient amount of net sale proceeds to provide the
shareholders any additional consideration.
AAG expects to file a registration statement with the United States Securities
and Exchange Commission covering the issuance of the interests in the
liquidating trust to AAG’s shareholders in connection with the merger. AAG
expects to send to its shareholders a proxy statement for a special meeting of
its shareholders to approve the merger as soon as may be practicable after the
effective date of the registration statement. Approval of the merger requires
the affirmative vote of a majority of AAG’s outstanding common shares. H.I.G.
owns a majority of the outstanding common shares of AAG, so approval of the
merger is assured. AAG shareholders who do not vote in favor of the merger will
have dissenter’s rights under Indiana law.















