ORLANDO, Fla., April 22, 2016 /PRNewswire/ -- API Technologies
Corp. (NASDAQ: ATNY) ("API" or the "Company"), a leading provider
of high performance RF, microwave, millimeterwave, power, and
security solutions, today announced the successful completion of
the acquisition of API by an affiliate of private equity firm J.F.
Lehman & Company ("JFLCO").
Under the terms of the merger agreement governing the
acquisition, API stockholders (other than JFLCO and any of its
direct and indirect subsidiaries) will receive $2.00 in cash per share of common stock, without
interest and less any applicable withholding taxes. A paying agent
has been engaged to process the payment of merger consideration to
the API common stockholders of record as of the effective time of
the merger. Letters of transmittal (and associated instructions)
enabling such API stockholders to deliver or transfer their shares
to the paying agent in exchange for payment of the merger
consideration will be distributed promptly. The stockholders
should wait to receive the letter of transmittal before
surrendering their share certificates.
In connection with the completion of the merger, today the
Company requested that the NASDAQ Capital Market ("NASDAQ") (i)
suspend trading of its common stock on NASDAQ and (ii) file with
the Securities and Exchange Commission a Form 25, Notification of
Removal from Listing and/or Registration under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
to delist the Company's common stock from NASDAQ and to deregister
the Company's common stock under Section 12(b) of the Exchange
Act. Pursuant to the Company's requests to NASDAQ, the
listing of the Company's common stock on NASDAQ will be suspended
upon conclusion of trading today. As a result, the Company's common
stock will no longer listed on NASDAQ.
Jefferies LLC acted as financial advisor and Wilson Sonsini Goodrich & Rosati,
Professional Corporation acted as legal advisor to API.
Lazard acted as financial advisor and Blank Rome LLP and
Jones Day acted as legal advisors to
JFLCO.
About API Technologies Corp.
API Technologies is an innovative designer and manufacturer of
high performance systems, subsystems, modules, and components for
technically demanding RF, microwave, millimeterwave,
electromagnetic, power, and security applications. A
high-reliability technology pioneer with over 70 years of heritage,
API Technologies products are used by global defense, industrial,
and commercial customers in the areas of commercial aerospace,
wireless communications, medical, oil and gas, electronic warfare,
unmanned systems, C4ISR, missile defense, harsh environments,
satellites, and space. Learn more about API Technologies and our
products at www.apitech.com.
Safe Harbor for Forward Looking Statements
Except for statements of historical fact, the information
presented herein constitutes forward-looking statements. All
forward-looking statements are subject to certain risks,
uncertainties and assumptions which may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These
risks and uncertainties include but are not limited to, general
economic and business conditions, including without limitation,
reductions in government defense spending; government regulations;
our ability to integrate and consolidate our operations; our
ability to expand our operations in both new and existing markets;
and the ability of our review of strategic alternatives to maximize
stockholder value. Should one or more of these risks or
uncertainties materialize, or should the assumptions prove
incorrect, actual results may vary in material aspects from those
currently anticipated. The forward-looking statements in this news
release should be read in conjunction with the more detailed
descriptions of the above factors located in our Annual Report on
Form 10-K under Part I, Item 1A "Risk Factors," and our Quarterly
Reports on Form 10-Q under Part II, Item 1A "Risk Factors" as well
as those additional factors we may describe from time to time in
other filings with the Securities and Exchange Commission. All
information in this release is as of the date hereof. We undertake
no duty to update any forward-looking statement to conform the
statement to actual results or changes in the Company's
expectations. Except as required by law, the Company assumes no
obligation to update or revise any forward-looking statements in
this press release, whether as a result of new information, future
events, or otherwise.
About J.F. Lehman & Company,
Inc.
J.F. Lehman & Company is a
leading middle-market private equity firm focused primarily on the
defense, aerospace and maritime sectors.
For more information about J.F.
Lehman & Company, please visit www.jflpartners.com.
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SOURCE J.F. Lehman &
Company