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NACCO makes $325 unsolicited tender offer for Applica

December 2006

Client(s) NACCO Industries, Inc.

Jones Day advised NACCO Industries, Inc. in its $325.5 million unsolicited tender offer for Applica Incorporated. NACCO is offering $6.50 in cash per Applica share. The unsolicited tender offer follows an agreement with Applica, signed in July 2006, which provided for NACCO's spin-off of its Hamilton Beach/Procter-Silex business and the subsequent reverse Morris Trust merger of Hamilton Beach/Procter-Silex with Applica. In October 2006, Applica purported to terminate its agreement with NACCO and accepted a competing offer from Harbinger Capital Partners. NACCO subsequently initiated litigation challenging Applica's termination of their merger agreement and is seeking damages. The unsolicited tender offer does not affect that litigation.

In addition to M&A representation, Jones Day provided antitrust, lending, and tax advice regarding the transaction, and also handled the litigation involving the terminated merger agreement.

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