FARMINGTON, Conn., March 29, 2013 /PRNewswire/ -- EDAC
Technologies Corporation (NASDAQ: EDAC), a diversified
designer, manufacturer and servicer of precision components for
aerospace and industrial applications, today announced that on
March 28, 2013, MidOcean Partners,
through one of its affiliates, publicly announced an unsolicited
non-binding proposal to acquire EDAC for $18.25 per share, jointly with a large North
American pension plan investment manager. That same day, EDAC's
board of directors received a joint letter dated March 27, 2013 from MidOcean Associates SPC and
Public Sector Pension Investment Board, or PSP, regarding
MidOcean's and PSP's acquisition proposal.
The letter from MidOcean and PSP indicated that their joint
proposal is subject only to confirmatory due diligence (which
MidOcean and PSP indicated can be completed on a highly expedited
basis) and the execution and delivery of a definitive merger
agreement. The letter further stated that the proposal requires no
further external approvals, that it is not subject to any financing
contingencies and that MidOcean and PSP are prepared to negotiate a
merger agreement and related agreements substantially similar to,
and at least as favorable in the aggregate to EDAC as, those
contained in the merger agreement that EDAC entered into on
March 17, 2013 with GB Aero Engine
LLC and GB Aero Engine Merger Sub Inc. relating to the previously
announced tender offer by GB Aero Engine Merger Sub Inc. to acquire
all outstanding shares of common stock of EDAC at a price of
$17.75 per share. The letter also
indicated that MidOcean and PSP intend to provide customary equity
commitment letters in an aggregate amount sufficient to fund the
total offer price and merger consideration, any related fees and
expenses (including any breakup fee payable to GB Aero Engine LLC
under the merger agreement) and any required repayments of
indebtedness of EDAC that becomes due and payable in connection
with the closing of the transaction, as well as customary limited
guarantees backstopping all payment obligations of the parties to a
definitive merger agreement.
On the evening of March 28, 2013,
EDAC's board of directors held a meeting to discuss, consider and
obtain advice from its outside legal counsel and financial advisor
regarding the unsolicited acquisition proposal from MidOcean and
PSP. At this meeting, EDAC's board of directors determined (after
consultation with its outside legal counsel and financial advisor),
among other things, that the acquisition proposal from MidOcean and
PSP would reasonably be expected to result in a superior proposal.
After the meeting, EDAC informed GB Aero Engine LLC of this
determination and of EDAC's intent to participate and engage in
discussions and negotiations with MidOcean and PSP regarding their
unsolicited acquisition proposal.
EDAC intends to engage in discussions with MidOcean and PSP
promptly regarding their unsolicited acquisition proposal, and
share non-public information with MidOcean and PSP, in order to
more fully evaluate their proposal with a view to establishing
whether it is a superior proposal.
As previously announced, GB Aero Engine Merger Sub Inc. has
commenced a cash tender offer for all of the outstanding shares of
common stock of EDAC at a price of $17.75 per share. The tender offer and withdrawal
rights are scheduled to expire at midnight, New York City time, on Tuesday, April 23, 2013, unless extended or
earlier terminated in accordance with the terms of the merger
agreement.
At this time, EDAC's board of directors has not made a
determination that the unsolicited acquisition proposal from
MidOcean and PSP constitutes a superior proposal. Moreover, EDAC's
board of directors has not withdrawn, qualified, modified, changed
or amended its recommendation with respect to the tender offer of
GB Aero Engine Merger Sub Inc. described above, and the merger
agreement with GB Aero Engine LLC and GB Aero Engine Merger Sub
Inc. remains in effect. EDAC's board of directors continues to
unanimously recommend that EDAC's shareholders accept the offer by
GB Aero Engine Merger Sub Inc. and tender their shares of EDAC
common stock pursuant to such tender offer.
Stifel, Nicolaus & Company, Incorporated is serving as
exclusive financial advisor and Robinson & Cole LLP and Godfrey
& Kahn S.C. are serving as legal counsel to EDAC Technologies
Corporation.
About EDAC Technologies Corporation
EDAC Technologies Corporation is a diversified manufacturing
company serving the aerospace and industrial markets. In the
aerospace sector, EDAC offers design and manufacturing services for
commercial and military aircraft, in such areas as jet engine
parts,special tooling, equipment, gauges and components used in the
manufacture, assembly and inspection of jet engines. Industrial
applications include high-precision fixtures, gauges, dies and
molds, as well as the design, manufacture and repair of precision
grinders and precisionspindles, which are an integral part of
machine tools found in virtually every manufacturing environment.
EDAC's core competencies include extensive in-house design and
engineering capabilities, and facilities equipped with the latest
enabling machine tools and manufacturingtechnologies. EDAC's
acquisition of EBTEC Corporation in June
2012 expanded its services tothe aerospace and industrial
markets to include electron beam welding, laser welding,
lasercutting and laser drilling, EDM, vacuum heat treating and
abrasive waterjet cutting as well as expanding its markets to
include semiconductors and medical devices. The Company's
acquisition of Smith-Renaud assets in October 2012 added centerless grinding systems
and custom precision spindles, completing the EDAC Machinery
product line.
Cautionary Statement Regarding Forward Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995; including forward-looking statements regarding the
anticipated acquisition of EDAC by the Purchaser. These
forward-looking statements may be identified by words such as
"plans," "seeks," "projects," "expects," "believes," "may,"
"anticipates," "estimates," "should," and other similar
expressions. Each of these forwardlooking statements are subject to
risks and uncertainties. Actual results or developments may differ
materially from those, express or implied, in these forward-looking
statements. There are a number of important factors that may cause
differences between current expectations and actual results or
developments, including risks and uncertainties associated with the
anticipated acquisition of EDAC. These risks and uncertainties
include, among others, uncertainties as to how many of EDAC's
shareholders will tender their shares pursuant to the tender offer,
the risk that competing offers will be made, and the possibility
that various closing conditions to the tender offer or the
subsequent merger may not be satisfied or waived, and the risk that
shareholder litigation in connection with any tender offer and
subsequent merger may result in significant costs of defense,
indemnification and liability. Other factors that may cause EDAC's
actual results or developments to differ materially from those
expressed or implied in the forward-looking statements in this
press release are discussed in EDAC's filings with the SEC,
including the "Risk Factors" sections of EDAC's periodic reports on
Form 10-K and Form 10-Q filed with the SEC. All forward-looking
statements in this announcement are qualified in their entirety by
this cautionary statement. Unless required by law, EDAC does not
undertake to update its forward-looking statements.
Important Additional Information
Shareholders of EDAC are urged to read the relevant tender offer
documents because they contain important information that
shareholders should consider before making any decision regarding
tendering their shares. GB Aero Engine LLC and GB Aero Engine
Merger Sub Inc. have filed tender offer materials with the SEC, and
EDAC has filed a Solicitation/Recommendation Statement with respect
to the tender offer. The tender offer materials (including an Offer
to Purchase, a related Letter of Transmittal and certain other
offer documents) and the Solicitation/Recommendation Statement
contain important information, which should be read carefully
before any decision is made with respect to the tender offer. The
Offer to Purchase, the related Letter of Transmittal and certain
other offer documents, as well as the Solicitation/Recommendation
Statement, are available to all shareholders of EDAC at no expense
to them. The tender offer materials and the
Solicitation/Recommendation Statement are available for free at the
SEC's website at http://www.sec.gov. In addition, shareholders are
able to obtain a free copy of these documents from the Information
Agent for the tender offer, Georgeson, at telephone number (800)
223-2064 or Glenn L. Purple, at EDAC
Technologies Corporation, telephone number (860) 677-2603.
In addition to the tender offer materials described above, EDAC
files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports,
statements or other information filed by the Company at the SEC
public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
room. The Company's filings with the SEC are also available to the
public from commercial document-retrieval services and at the
website maintained by the SEC at www.sec.gov.
CONTACTS:
EDAC Technologies Corporation
Glenn L. Purple
Vice President-Finance
860-677-2603
SOURCE EDAC Technologies Corporation
