CHESHIRE, Conn., April 24, 2013 /PRNewswire/ -- EDAC
Technologies Corporation (NASDAQ: EDAC), announced today the
extension of the current pending offer (the "Offer") by GB Aero
Engine Merger Sub Inc. ("Purchaser"), a wholly-owned subsidiary of
GB Aero Engine LLC ("Parent") and an affiliate of Greenbriar Equity
Group, LLC, to acquire all of the outstanding shares of capital
stock of EDAC. The extension changes the expiration of the
Offer to 5 p.m. on Monday, May 6, 2013. The board of directors
of EDAC recommends that shareholders tender their shares to
Purchaser in the Offer.
EDAC also filed an amendment to its Solicitation/Recommendation
Statement on Schedule 14D-9 with the Securities and Exchange
Commission. EDAC shareholders are advised to read the
Solicitation/Recommendation Statement and any amendments thereto
because they contain important information about the Offer.
Shareholders may obtain a free copy of these materials at the SEC's
website at www.sec.gov or by calling 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.
The extension of the Offer and the amendment to the
Solicitation/Recommendation Statement were made pursuant to a
Memorandum of Understanding entered into on behalf of EDAC, Parent
and Purchaser, which outlines the terms of the parties' agreement
in principle to a permanent release of all claims which were or
could have been asserted in the actions pending in the
Superior Court of the State of
Connecticut, Judicial District of Hartford (the "Connecticut Court") captioned Cook v. EDAC
Techs. Corp. et al., Case No. HHD-CV-13-6040269S, Crump v. EDAC
Techs. Corp. et al., Case No. HHD-CV-13-6040430S, Walsh v. EDAC
Techs. Corp. et al., Case No. HHD-CV-13-6040425S, and Randle v.
EDAC Techs. Corp. et al., Case No. HHD-CV-13-6040679S, and in the
Circuit Court of the State of
Wisconsin, Dane County
captioned Friedman v. EDAC Techs. Corp et al., Case No. 13-CV-1017.
The terms of the proposed settlement are subject to approval by the
Connecticut Court.
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. Kirkland & Ellis LLP is serving as
legal counsel to Greenbriar Equity Group LLC.
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.
CONTACTS:
EDAC Technologies Corporation
Glenn
L. Purple
Vice President-Finance
860-677-2603
SOURCE EDAC Technologies Corporation