Cohesant Announces Date of Special Meeting to Consider GlasCraft Sale
06 February 2008 - 8:07AM
Business Wire
Cohesant Technologies Inc. (Nasdaq: COHT)(�Cohesant�) today
announced that a special meeting of stockholders will be held on
February 27, 2008 to consider the proposal to approve and adopt the
previously disclosed merger agreement providing for the merger of
Cohesant with a wholly-owned subsidiary of Graco Inc. Pursuant to
the merger agreement, each outstanding share of Cohesant Common
Stock will be converted into a minimum of $9.05 and a maximum of
$9.55 in cash, without interest. The exact value of the merger
consideration will depend primarily on the dollar amount of
transactional expenses and borrowed indebtedness retained by
Cohesant following its acquisition by Graco. It is anticipated
that, assuming the merger agreement is approved by stockholders,
the merger will completed immediately following the stockholders�
meeting. Proxy materials are expected to be mailed to stockholders
later this week. Cohesant further announced that the previously
announced taxable dividend of one share of its CIPAR Inc.
subsidiary for each share of Cohesant common stock outstanding will
be paid on February 27, 2008 to stockholders of record on February
26, 2008. Payment of the dividend is subject to completion of the
merger. Forwarding Looking Statement Except for the factual
information contained herein, the matters set forth in this press
release, including statements identified by words such as "expects"
"anticipates" and similar expressions are forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, including Section
27A(i) of the "safe harbor" provisions of the Securities Act of
1933 and Section 21E(i) of the Securities Exchange Act of 1934.
These forward-looking statements are made subject to significant
risks and uncertainties that could cause actual results to differ
materially from those stated. You should not place undue reliance
on these forward-looking statements, which speak only as of the
date of this press release. Cohesant undertakes any obligation to
publicly release any revisions to these forward looking statements
to reflect events or circumstances after the date of this press
release or to reflect the occurrence of unanticipated events.
Merger/Special Dividend Information In connection with the proposed
merger with Graco Inc., the Company has filed a proxy
statement/information statement with the SEC. Stockholders and
investors are advised to read the proxy statement/information
statement because it will contain important information about the
merger, the Company, and CIPAR. Stockholders and investors may
obtain a free copy of the proxy statement/information statement and
other documents (including CIPAR�s Form 10-SB) filed by the Company
and CIPAR with the SEC at the SEC's web site at www.sec.gov. Free
copies of the proxy statement/information statement and the
Company's other filings with the SEC, may also be obtained from the
Company at www.cohesant.com by clicking on the "Investors" tab and
then following the link at "Financial Information" to "SEC
Filings." Free copies of the Company's filings may be obtained by
directing a written request to 5845 W. 82nd St., Indianapolis, IN
46278, Attention: Corporate Secretary or by telephone at
317-871-7611. Participants in the Solicitation The Company and its
directors, executive officers and other members of its management
may be deemed to be soliciting proxies from the Company's
stockholders in favor of the merger. Investors and stockholders may
obtain more detailed information regarding the direct and indirect
interests in the merger of persons who may, under the rules of the
SEC, be considered participants in the solicitation of the
Company's stockholders in connection with the merger by reading the
proxy statement regarding the merger which has been filed with the
SEC. Information about the Company's directors and executive
officers may be found in the Company's definitive proxy statement
filed with the SEC on May 4, 2007. These documents will be
available free of charge once available at the SEC's web site at
www.sec.gov or by directing a request to the Company as described
above.
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