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Upstate Shredding, LLC Submits All Cash Offer to Acquire Fenix Parts, Inc.

Upstate Shredding, LLC Submits All Cash Offer to Acquire Fenix Parts, Inc.

PR Newswire

OWEGO, NY, Feb. 9, 2018 /PRNewswire/ — Upstate Shredding, LLC, the East Coast’s largest privately-owned scrap metal processor and one of the largest in the United States, today announced that it has submitted a non-binding offer to acquire all of the outstanding shares of common stock of Fenix Parts, Inc. (OTCMKTS: FENX) (the “Company”) for $0.50 per share. The purchase price represents an attractive all cash premium of approximately 46% over the Company’s closing price of $0.27 on February 8, 2018.

A copy of the full letter submitted to the Company is provided below.


Upstate Shredding, LLC
1 Recycle Drive
Owego, NY 13827

February 9, 2018

BY EMAIL
Kent Robertson
President and Chief Executive Officer
Fenix Parts, Inc.
One Westbrook Corporate Center, Suite 920
Westchester, Illinois 60154

Re: Proposal to Purchase Fenix Parts, Inc. (“Fenix” or the “Company”)

Dear Kent:

Upstate Shredding, LLC (“Upstate”) is the East Coast’s largest privately-owned scrap metal processor and one of the largest in the United States. Headquartered in Owego, NY, Upstate operates from 16 locations located throughout the northeast, which are collectively capable of processing over one million tons of ferrous scrap and 200 million pounds of nonferrous scrap. Upstate’s metal shredding and separation operation are capable of handling all types of metal: automobiles, trucks, appliances, machines and industrial scrap. Upstate’s leading-edge process ensures the production of clean, bulk scrap metal commodities that are sold to foundries, mills and manufacturers domestically and throughout the world where they are processed to manufacture new products.

Fenix is in the business of automotive recycling and has many characteristics that are attractive to Upstate. As such, we are prepared to acquire all shares we do not currently own for $0.50 per share in cash. We are eager to work with the Company on this proposal and want to open a collaborative line of communication as soon as possible.

Our purchase price represents an attractive premium of approximately 46% over the Company’s most recent closing price of $0.27 on February 8, 2018. Our offer would be funded with cash on-hand and not subject to any financing condition. Accordingly, we believe that our proposal provides desired certainty and liquidity for the Company’s shareholders.

To facilitate a transaction, we have engaged Olshan Frome Wolosky LLP as our legal counsel. We are prepared to move expeditiously and cooperatively to complete a transaction and are available to discuss this proposal with Fenix’s Board of Directors at your earliest convenience. Although we have performed due diligence based on publicly available information, we would like to commence confirmatory due diligence as soon as possible, and we would expect to enter into a customary confidentiality agreement and complete our review promptly.

This is a nonbinding indication of interest, and any transaction would be subject to completion of our confirmatory due diligence, negotiation and execution of a merger agreement containing customary terms and conditions for a transaction of this type and size, and other customary conditions.

I look forward to hearing from you as soon as possible.

Sincerely,

Adam Weitsman
Upstate Shredding, LLC

cc:

Parker Weil, Stifel Financial Corp.


Steve Wolosky, Esq., Olshan Frome Wolosky LLP

CONTACT: Adam Weitsman, Upstate Shredding, LLC., Weitsman Recycling, LLC., 1 Recycle Drive Owego NY 13827, (O) 607.687.7777, aweitsman@upstateshredding.com

Cision View original content:http://www.prnewswire.com/news-releases/upstate-shredding-llc-submits-all-cash-offer-to-acquire-fenix-parts-inc-300596672.html

SOURCE Upstate Shredding, LLC

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