Limco-Piedmont Inc. and TAT Technologies Ltd. Announce Merger
April 03 2009 - 9:23AM
PR Newswire (US)
TULSA, Okla., April 3 /PRNewswire-FirstCall/ -- Limco-Piedmont Inc.
(NASDAQ:LIMC) and TAT Technologies Ltd. (NASDAQ:TATTF) today
announced that they have entered into a definitive agreement and
plan of merger pursuant to which TAT (which presently owns 61.8% of
Limco's common stock) will acquire all of the publicly held shares
of common stock of Limco pursuant to a stock for stock merger.
Under the terms of the merger agreement, Limco's stockholders will
receive one half of an ordinary share of TAT for each share of
Limco common stock they own. The exchange ratio in the transaction
represents a premium of 12 percent to Limco's closing share price
on April 2, 2009 (the day before the announcement of the merger).
It also represents a 24.3% percent premium over Limco's 20 day
volume weighted average stock price on the Nasdaq global market.
Limco anticipates that following the merger, the former Limco
stockholders (excluding TAT) will own approximately 27.8% of the
ordinary shares of TAT. The transaction is subject to approval of
Limco's stockholders and other customary closing conditions. TAT,
which holds 61.8% of Limco's outstanding common stock, has advised
Limco's board that it intends to vote for approval and adoption of
the merger. Accordingly, such approval and adoption is assured.
Approval of the merger by TAT's shareholders is not required. It is
anticipated that the closing of the merger will occur in the second
or third quarter of 2009. Upon consummation of the merger, Limco
will operate as a wholly-owned subsidiary of TAT, maintaining its
current management. Giora Inbar, Chairman of TAT said: "The merger
will provide the public stockholders of Limco with an equity
interest in a more diversified company with a larger public float
and listing on dual markets (Nasdaq and TASE). In addition, the
combined company will no longer have to pay the considerable legal,
accounting and other costs resulting from both the parent (TAT) and
its majority owned subsidiary (Limco) being public companies." The
merger agreement was negotiated on behalf of Limco by a special
committee of its board of directors, composed entirely of
independent directors, who were advised by Oppenheimer & Co as
financial advisor and by Proskauer Rose LLP as legal advisor. The
board of directors and the special committee of Limco unanimously
approved the merger as did the board of directors of TAT. About the
Companies Limco-Piedmont Inc. provides maintenance, repair and
overhaul, or MRO, services and parts supply services to the
aerospace industry. Limco-Piedmont's Federal Aviation
Administration certified repair stations provide aircraft component
MRO services for airlines, air cargo carriers, maintenance service
centers and the military. Limco-Piedmont specializes in MRO
services for components of aircraft, such as heat transfer
components, auxiliary power units, propellers, landing gear and
pneumatic ducting. In conjunction with Limco-Piedmont's MRO
services, Limco-Piedmont is also an original equipment manufacturer
of heat transfer equipment for airplane manufacturers and other
related products. Limco-Piedmont's parts services division offers
inventory management and parts services for commercial, regional
and charter airlines and business aircraft owners. TAT Technologies
Ltd. is engaged in the manufacture and sale of a broad range of
heat transfer components used in mechanical and electronic systems
on board commercial and military aircraft and in a variety of other
electronic equipment. It is also engaged in the manufacture and
sale of motors, generators, and other electro-mechanical motion
systems primarily for the defense and aerospace markets. Additional
Information In connection with the proposed merger, Limco and TAT
intend to file materials relating to the transaction with the SEC,
including a registration statement of TAT, which will include a
prospectus of TAT and a proxy statement of Limco. INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER
MATERIALS REGARDING THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TAT, LIMCO
AND THE PROPOSED TRANSACTION. INVESTORS AND SECURITY HOLDERS MAY
OBTAIN A FREE COPY OF THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
WHEN IT BECOMES AVAILABLE AND OTHER DOCUMENTS FILED WITH THE SEC AT
THE SEC'S WEBSITE AT WWW.SEC.GOV. THE DEFINITIVE PROXY STATEMENT/
PROSPECTUS AND SUCH OTHER DOCUMENTS MAY ALSO BE OBTAINED FOR FREE
BY DIRECTING A REQUEST TO MARY DOWDY, CHIEF FINANCIAL OFFICER AT
918-445-4331. Safe Harbor for Forward-Looking Statements This press
release contains forward-looking statements that are subject to
risks and uncertainties. The forward-looking statements relate to
the planned merger, including the reasons and timing of such
transaction. These forward-looking statements involve risks and
uncertainties that could cause Limco's and TAT's results to differ
materially from management's current expectations. Such risks and
uncertainties include, but are not limited to, the risk that we are
not able to realize the benefits expected from the merger. In
addition, other risks that Limco and TAT face in running their
operations include, but are not limited to, general business
conditions in the airline industry, changes in demand for their
services and products, the timing and amount or cancellation of
orders, the price and continuity of supply of component parts used
in their operations, and other risks detailed from time to time in
the companies' filings with the Securities Exchange Commission,
including with respect to Limco, its Annual Report on Form 10-K and
its Quarterly Reports on Form 10-Q and with respect to TAT, its
annual report on form 20-F and its periodic reports on form 6-K.
These documents contain and identify other important factors that
could cause actual results to differ materially from those
contained in the foregoing forward-looking statements. Stockholders
and other readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
on which they are made. We undertake no obligation to update
publicly or revise any forward-looking statement. DATASOURCE:
Limco-Piedmont Inc. CONTACT: Mary Dowdy, Limco-Piedmont Inc., Chief
Financial Officer, +1-918-445-4300; Yaron Shalem, Chief Financial
Officer, TAT Technologies, Ltd., +972-(0)8-8628503 Web Site:
http://www.limcopiedmont.com/
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