Omni Cable Corporation entered into non-binding letter of intent to acquire Houston Wire & Cable Company (NasdaqGS:HWCC) from D3 Family Fund, L.P. managed by Nierenberg Investment Management Company, Inc. and others on February 2, 2021. Omni Cable Corporation entered into a definitive agreement to acquire Houston Wire & Cable Company (NasdaqGS:HWCC) from D3 Family Fund, L.P. managed by Nierenberg Investment Management Company, Inc. and others for $93.4 million on March 24, 2021. Under the terms of the agreement, HWCC stockholders will receive $5.30 in cash for each share of common stock they own. The agreement includes a 30-day "go-shop" period expiring on April 24, 2021, which permits HWCC’s Board of Directors and advisors to solicit alternative acquisition proposals from third parties. HWCC will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance that this “go-shop” will result in a superior proposal, and HWCC does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or is otherwise required. Houston Wire & Cable will be required to pay Parent a termination fee of $4 million. The transaction is subject to customary closing conditions, including approval by HWCC stockholders and regulatory approval. Upon completion of the transaction, HWCC common stock will no longer be listed on any public market. the aggregate net tangible book value of the Houston Wire & Cable Company’s electrical distribution and Vertex fastener distribution divisions being at least $80.3 million, provided that for purpose of this calculation the net tangible book value of the Vertex division will not be greater than $19.4 million. The board of directors of Houston Wire & Cable and Omni Cable unanimously adopted and approved the merger agreement. The transaction is expected to close following Houston Wire & Cable's 2021 Annual Meeting of Stockholders in May 2021. William Blair & Company, L.L.C. and Johnson Rice & Company, L.L.C. are serving as financial advisors and provided fairness opinion to HWCC, and Robert J. Minkus, Lauralyn G. Bengel, Olga Bogush, Chris L. Bollinger, Daniel J. Deeb, David S. Sattelberger and Nicholas M. Tipsord of Schiff Hardin LLP serving as legal counsels. John C. Bodnar of Lewis Rice LLP is serving as legal counsel to OmniCable. Houston Wire retained DF King to assist in the solicitation process. Houston Wire will pay DF King a fee of approximately $11,000 plus reimbursement of certain specified out-of-pocket expenses. Under the terms of the engagement letter, the Company became obligated to pay Johnson Rice a fee in the amount of $400,000 upon delivery of Johnson Rice’s fairness opinion.