Micronetics, Inc. (NASDAQ: NOIZ) announced today that it has
signed a memorandum of understanding to settle the previously
disclosed class action lawsuit captioned In re Micronetics, Inc.
Shareholder Litigation, C.A. No. 7626-VCP pending in the Delaware
Court of Chancery and the lawsuit in the New Hampshire Superior
Court entitled Constantinescu v. Micronetics, et al., No.
226-2012-CV-490 and the newly-filed action in the United States
District Court for the District of New Hampshire entitled Joshi v.
Micronetics, Inc., et al., No. 1:12-CV-00285 (collectively, the
“Merger Litigation”). The Merger Litigation relates to the
Agreement and Plan of Merger, dated as of June 8, 2012, by and
among Mercury Computer Systems, Inc. (NASDAQ: MRCY, www.mc.com)
(“Mercury”), a new Mercury subsidiary, and Micronetics.
Micronetics agreed to the settlement solely to avoid the costs,
risks and uncertainties inherent in litigation, and without
admitting any liability or wrongdoing. The settlement provides,
among other things, that the parties will seek to enter into a
stipulation of settlement which provides for the conditional
certification of the Merger Litigation as a non opt-out class
action pursuant to Court of Chancery Rule 23 on behalf of a class
consisting of all record and beneficial owners of Micronetics
common stock during the period beginning on June 10, 2012, through
the date of the consummation of the proposed merger, including any
and all of their respective successors in interest, predecessors,
representatives, and the release of all asserted claims. The
asserted claims will not be released until such stipulation of
settlement is approved by the court. There can be no assurance that
the parties will ultimately enter into a stipulation of settlement
or that the court will approve such settlement even if the parties
were to enter into such stipulation. The settlement will not affect
the merger consideration to be received by Micronetics stockholders
or the timing of the special meeting of Micronetics stockholders
scheduled for August 8, 2012.
Additionally, as part of the settlement, Micronetics has agreed
to make certain additional disclosures related to the proposed
merger, which are set forth below. The additional disclosures
supplement the disclosure contained in the proxy statement filed by
Micronetics with the Securities and Exchange Commission (“SEC”) on
July 10, 2012 (the “Proxy Statement”), and should be read in
conjunction with the disclosures contained in the Proxy Statement,
which in turn should be read in its entirety. Nothing in this press
release or any stipulation of settlement shall be deemed an
admission of the legal necessity or materiality of any of the
disclosures set forth herein. Capitalized terms used herein, but
not otherwise defined, shall have the meanings ascribed to such
terms in the Proxy Statement.
The following disclosure replaces the last paragraph on page 20,
continuing onto page 21 of the Proxy Statement under the caption
“Background”:
On February 9, 2012, we received a non-binding written proposal
from Firm A to purchase the company for a price per share of $11.25
in cash. The February 9, 2012 proposal from Firm A contemplated
that Firm A would retain existing management and employees at
aggregate compensation levels similar to the current levels, with
appropriate incentives for key employees. On February 10, 2012,
members of our board of directors discussed Firm A’s proposal with
our financial and legal advisors. The board of directors, in
consultation with Cypress and Latham, met on February 13, 2012 and
February 15, 2012 to discuss Firm A’s proposal and determined that
Firm A’s proposal did not adequately value the company. The board
of directors instructed a representative of Cypress to communicate
to Firm A the board’s response to Firm A’s proposal to acquire the
company. On or about February 15, 2012, as directed by the board,
Cypress informed representatives of Firm A and its financial
advisor that our board of directors determined that the proposal
did not adequately value the company. On or about February 17,
2012, Firm A delivered a second letter expressing an indication of
interest in purchasing the company at an increased cash purchase
price of $12.00 per share. The board of directors convened a
meeting on February 21, 2012 to review and consider the increased
proposal from Firm A. During such meeting, our board of directors,
in consultation with our financial and legal advisors, determined
that such increased proposal did not adequately value the company
and instructed Cypress to communicate that determination to
representatives of Firm A and its financial advisor.
The following disclosure replaces the first full paragraph on
page 21 of the Proxy Statement under the caption “Background”:
On or about February 27, 2012, we received an unsolicited
non-binding written proposal from Firm B to acquire the company for
a cash purchase price per share of $10.00-$12.00. The February 27,
2012 proposal from Firm B expressed that Micronetics’ management
would be welcome additions to Firm B. The board of directors
discussed Firm B’s proposal during a meeting of the board of
directors held on February 27, 2012, in consultation with our
financial and legal advisors, and determined that such proposal did
not adequately value the company. On or about February 28, 2012,
representatives of Cypress and Firm B, respectively, discussed by
telephone the company’s rejection of Firm B’s proposal.
Representatives of Cypress, acting on behalf of the company, also
discussed with representatives of Firm B and its affiliate the
company’s willingness to have Firm B and its affiliate,
respectively, enter into confidentiality agreements with the
company.
The following disclosure replaces the first paragraph on page 22
of the Proxy Statement under the caption “Background”:
Between April 11 and April 23, 2012, in accordance with the
instructions of our board of directors, representatives of Cypress
contacted potential strategic and financial buyers (including those
mentioned above) and provided confidential discussion materials to
those parties that executed confidentiality agreements with the
company. In addition, representatives of Cypress and members of our
management met in person and participated in conference calls with
those potential buyers who had continuing interest in a possible
business combination or acquisition of the company, including
meeting with Mercury on April 13, 2012 following their execution of
a confidentiality agreement. Seven of the confidentiality
agreements contain standstill provisions currently prohibiting the
counterparties from making an unsolicited offer to acquire
Micronetics or asking Micronetics to waive such standstill
provisions.
The following disclosure replaces the third paragraph on page 22
of the Proxy Statement under the caption “Background”:
On April 20, 2012, we received written indications of interest
from Mercury and Firm C, and oral indications from two additional
parties, which we refer to as Firms E and F, respectively. Firm C’s
written non-binding proposal indicated a cash purchase price of
$9.00-$11.00 per share, and that Micronetics’ existing engineering,
sales and marketing capabilities would be integrated into Firm C.
Mercury’s letter of intent proposed a cash purchase price of
$13.00-$15.00 per share based on an enterprise value of $66.4-$76.4
million, and expressed that Mercury anticipated continuing at-will
employment for all or substantially all of Micronetics’ current
employees following consummation of the transaction, and would
expect to provide equity based compensation as an element of the
overall compensation package for selected (but unidentified)
employees in a manner and at levels consistent with Mercury’s
current practice for its own employees. Mercury’s letter of intent
further provided that it was expected that key company personnel
would agree to remain with the company following the transaction
pursuant to agreements executed at the signing of the definitive
agreement and effective upon closing of the transaction. Firm E
provided an oral indication of a purchase price of $9.50-$10.50 in
cash per share, subject to approval by its board of directors. Firm
F provided an oral indication with respect to a cash purchase price
of $10.00-$12.00 per share, subject to approval by its board of
directors, and further indicated its intention to provide a written
indication the following week. The closing price of our common
stock on April 20, 2012 was $7.49 per share.
The following disclosure replaces the first paragraph on page 23
of the Proxy Statement under the caption “Background”:
On April 26, 2012, we received a written indication of interest
from Firm F, who had previously provided an oral indication of
$10.00-$12.00 per share, to acquire the company at a cash purchase
price per share of $11.37-$13.55. The April 26, 2012 letter from
Firm F indicated that the Company would continue to operate under
its current management in an acquisition by Firm F.
The following disclosure replaces the fourth full paragraph on
page 23 of the Proxy Statement under the caption “Background”:
On June 1, 2012, the board of directors convened a meeting to
consider the revised terms of the merger, the status of definitive
agreement negotiations and the pending expiration of the company’s
obligation to negotiate exclusively with Mercury. During such
meeting, the board of directors determined, in consultation with
its financial and legal advisors, to extend exclusivity through
June 3, 2012 and instructed company management and the company’s
advisors to continue discussions with respect to the definitive
merger agreement. On June 4 and 5, 2012, the board of directors
considered and extended exclusivity again through June 7, 2012 in
order to continue discussions with respect to the definitive merger
agreement. The board of directors determined to extend exclusivity
with Mercury because Mercury had indicated that it would cease
negotiating towards a transaction with the company in the absence
of exclusivity, and because the board of directors did not believe
that other bidders would exceed the firm price offered by
Mercury.
The following disclosure replaces the existing disclosures
contained under the caption “Interests of Certain Persons in the
Merger—Interests of Executive Officers with respect to Mercury”
beginning on page 40 of the Proxy Statement:
Following the merger, Kevin Beals and Carl Lueders will continue
as senior management of the surviving corporation. Such officers
and all other holders of unvested options will receive options to
purchase shares of Mercury common stock due to the assumption by
Mercury of unvested options pursuant to the terms of the merger
agreement. Other options to purchase shares of Mercury stock may be
granted to such individuals under the terms of any post-closing
employment arrangements with Mercury.
Micronetics manufactures microwave and radio frequency (RF)
components and integrated subassemblies used in a variety of
defense, aerospace and commercial applications. Micronetics also
manufactures and designs test equipment and components that test
the strength, durability and integrity of communication signals in
communication equipment. Micronetics serves a diverse customer
base, including BAE Systems, Boeing, Cobham, EADS, General
Dynamics, ITT Exelis, L-3 Communications, Lockheed Martin, Northrop
Grumman, Raytheon, Rockwell, Tecom Industries, Teradyne, and
Thales. Additional information can be found on our website at
www.micronetics.com.
Some of the statements contained in this news release are
forward-looking statements, including statements relating to the
proposed sale of Micronetics, Inc. The accuracy of these statements
cannot be guaranteed as they are subject to a variety of risks,
including but not limited to the inability to obtain stockholder
approval for the transaction, the inability to obtain regulatory
approval for the transaction, reductions in spending by certain of
our customers, yearly and quarterly fluctuations in our operating
results, trends and factors affecting our markets which may reduce
demand and pricing pressure on our products, our reliance on a
limited number of customers, risk that federal government contracts
may be terminated at any time, factors which may negatively affect
our gross margins, our ability to attract and retain key technical
and management personnel, our ability to operate and integrate
acquired companies, our ability to manage our growth, disruptions
in supply or production, increased levels of debt, future economic
conditions in our industry and generally, as well as other factors.
The information in this release should be reviewed in conjunction
with Micronetics’ Annual Report on Form 10-K for its fiscal year
ended March 31, 2012 as well as its other filings with the
Securities and Exchange Commission.
Micronetics (NASDAQ:NOIZ)
Historical Stock Chart
From Oct 2024 to Nov 2024
Micronetics (NASDAQ:NOIZ)
Historical Stock Chart
From Nov 2023 to Nov 2024
