Cohesant Technologies Inc. Completes Sale of Glascraft to Graco Inc. and Completes Spin-off of Cohesant Inc.
28 February 2008 - 8:05AM
Business Wire
Cohesant Technologies Inc. (Nasdaq: COHT)(�Cohesant Technologies�)
and its former subsidiary, Cohesant Inc. (formerly known as CIPAR
Inc.), today announced that Cohesant Technologies completed the
sale of its GlasCraft subsidiary effected through the merger of
Cohesant Technologies with Graco Indiana Inc., a wholly-owned
subsidiary of Graco Inc. Under the terms of the merger, each share
of common stock of Cohesant Technologies, other than shares, if
any, owned by Graco Inc. or Graco Indiana Inc., was cancelled and
automatically converted into the right to receive $9.43 per share
in cash, without interest. The merger occurred immediately
following the Cohesant Technologies� stockholders� approval and
adoption of the merger agreement among Cohesant Technologies,
Cohesant Inc., Graco Inc., Graco Indiana Inc., and GlasCraft Inc.,
dated December 3, 2007. Immediately prior to the closing of the
merger, Cohesant Technologies spun off its subsidiary, Cohesant
Inc., by means of a special taxable dividend of one share of
Cohesant Inc. stock for each share of common stock of Cohesant
Technologies then owned. The special dividend was paid to
stockholders of record of Cohesant Technologies as of February 26,
2008. The shares of Cohesant Inc. will trade in the
over-the-counter market. Morris H. Wheeler, Chairman and CEO of
Cohesant Inc. said �Graco offers the best possible new home for the
GlasCraft business and its employees. For Cohesant management, the
transaction provides an ability to focus its efforts on the
burgeoning market for infrastructure protection and renewal
products and services. For Cohesant investors, the transaction
provides immediate cash of $9.43 per share (a 58% premium over the
$5.98 closing price on the trading day immediately preceding the
announcement on December 3, 2007) and maintains their equity in a
promising �clean tech� pure play serving the water industry. In
short, while the divestment of GlasCraft after 14 years is
bittersweet, this transaction creates value for everyone involved.�
Cohesant Inc., based in Beachwood Ohio, is engaged in the
protection and renewal of drinking water distribution systems and
wastewater collection systems for municipal, industrial, commercial
and residential infrastructure and the design, development,
manufacture and sale of specialty coatings and equipment used to
apply such coatings. The Company markets its products under
numerous trade names including; AquataPoxy, CuraFlo, CuraPoxy, and
Raven. Safe Harbor Statement This communication contains
forward-looking statements that are made pursuant to the Safe
Harbor Provisions of the Private Securities Litigation Reform Act
of 1995, particularly those statements regarding the effects of the
merger and those preceded by, followed by or that otherwise include
the words �believes,� �expects,� �anticipates,� �intends,�
�estimates,� or similar expressions. Forward-looking statements
relating to expectations about future results or events are based
upon information available as of today�s date, and there is no
assumed obligation to update any of these statements. The
forward-looking statements are not guarantees of future
performance, and actual results may vary materially from the
results and expectations discussed. 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 Inc. undertake no 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.
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