CHESHIRE, Conn., April 8, 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
April 7, 2013, MidOcean Associates
SPC, an affiliate of MidOcean Partners, and Public Sector Pension
Investment Board, or PSP, informed EDAC that they were withdrawing
their previously-announced unsolicited proposal to acquire all of
the outstanding shares of EDAC common stock at $18.25 per share.
As previously announced, on March 26,
2013, GB Aero Engine Merger Sub Inc. commenced a cash tender
offer for all of the outstanding shares of common stock of EDAC at
a price of $17.75 per share. On
that same day, the board of directors of EDAC unanimously
recommended 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. On March 28, 2013, the board of directors of EDAC
received MidOcean's and PSP's unsolicited acquisition
proposal. On March 29, 2013,
EDAC announced that it intended to engage in discussions with
MidOcean and PSP regarding their acquisition proposal in order to
more fully evaluate their proposal with a view to establishing
whether it constituted a superior proposal. As a result of
MidOcean's and PSP's withdrawal, EDAC is no longer in discussions
with MidOcean and PSP regarding their acquisition
proposal.
The board of directors of EDAC continues to unanimously
recommend that EDAC's shareholders accept the offer by GB Aero
Engine Merger Sub Inc. for all of the outstanding shares of common
stock of EDAC at a price of $17.75
per share and tender their shares of EDAC common stock pursuant to
such tender offer. 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.
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 precision spindles, 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 manufacturing
technologies. EDAC's acquisition of EBTEC Corporation in
June 2012 expanded its services to
the aerospace and industrial markets to include electron beam
welding, laser welding, laser cutting 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 forward-looking 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.
CONTACT:
EDAC Technologies
Corporation
Glenn L. Purple
Vice President-Finance
860-677-2603
SOURCE EDAC Technologies Corporation