Raydan Manufacturing Inc Announces Receipt of Superior Proposal and Commencement of Link's Matching Period
January 11 2012 - 1:41AM
PR Newswire (Canada)
EDMONTON, Jan. 11, 2012 /CNW/ - Raydan Manufacturing Inc ("Raydan")
announced today that it has received an offer from 811332 Alberta
Ltd, or its nominee ("811"), to acquire all of the issued and
outstanding common shares (the "Shares") of Raydan by way of a
statutory Plan of Arrangement pursuant to Section 193 of the
Business Corporations Act (Alberta) (the "811 Offer"). The 811
Offer is a non-solicited offer under the terms of the Arrangement
Agreement entered into between Raydan and Link Suspensions of
Canada, Limited Partnership and Link Manufacturing Ltd
(collectively, "Link") dated November 29, 2011 (the "Arrangement
Agreement"). The total consideration payable by 811 under the 811
Offer is approximately $1.96 million, equivalent to $0.12 per Share
of Raydan. Under the 811 Offer, holders of Shares would receive
$0.12 per Share in cash directly from 811 or through a mutually
agreed upon depositary on the completion of the transaction.
Raydan's Board of Directors has unanimously determined that the 811
Offer is a superior proposal within the meaning of the Arrangement
Agreement and that 811 has the financial ability to execute the
transaction. "After carefully weighing the alternatives, in
consultation with our legal and financial advisors, the Board of
Directors has concluded that the 811 Offer provides greater
shareholder value than Link's existing offer," said Ray English,
President and Chief Executive Officer of Raydan. On November 29,
2011, Raydan entered into the Arrangement Agreement with Link,
whereby Link agreed to purchase all or substantially all of the
assets of Raydan. Upon completion of the transaction, holders of
Shares would receive approximately $0.07 immediately after the
effective date and approximately $0.04 on or before 365 days from
the effective date (as provided for under the Arrangement
Agreement) or such later date as permitted under s.2.1(h) of the
Arrangement Agreement. Link now has five (5) business days from
January 9, 2012, during which it may choose to make a proposal
which it believes would cause the 811 Offer to no longer constitute
a superior proposal (a "Matching Proposal"). Alternatively, Link
can terminate the Arrangement Agreement and receive the $160,000
termination fee under the terms of the Arrangement Agreement. If
accepted, the 811 Offer will be subject to a number of conditions,
including: (a) approval of the Alberta Court of Queen's Bench; (b)
approval by the holders of at least 66 2/3% of the votes cast by
holders of Shares present in person or by proxy at a special
meeting of holders of Shares; (c) completion of a definitive
arrangement agreement; (d) execution of employment agreements
for a three (3) year term by each of Ray English, Dan English and
Chris English; and (e) certain other customary conditions. The
811 Offer is not conditional on financing. Pursuant to s.6.2 of the
Arrangement Agreement, and due to Link receiving notice of a
Superior Proposal (the "Notice") less than five (5) business days
prior to the January 13, 2012, shareholder meeting ("Raydan
Meeting"), Raydan shall adjourn the Raydan Meeting to a date not
less than five (5) business days and not more than ten (10)
business days after the date of Link's receipt of the Notice. About
811332 Alberta Ltd 811 is an Alberta corporation owned 100% by Mr
Bill Kocken. 811 has owned a large heavy industrial fabrication
facility in southeast Edmonton since 2000. Bill Kocken is a current
shareholder of Raydan and has management experience in the metal
and steel fabrication industry dating back to 1989. About Raydan
Manufacturing Inc Raydan Manufacturing Inc., based in Edmonton,
Alberta, develops and produces specialized suspension and coupling
systems for trucks, trailers and heavy equipment.
Installations are completed at the Company's chassis modification
centre in either Alberta or Ontario. Established in 1992, Raydan
exports its innovative, high-quality products to end-users and
original equipment manufacturers (OEMs) in the heavy-duty truck,
truck crane, fire/rescue and other severe use sectors around the
world. The TSX Venture Exchange has not reviewed and does not
accept responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements that involve
risks and uncertainties, which may cause actual results to differ
materially from the statements made. Potentially, many factors
could cause our actual results to vary materially from those
described herein as intended, planned, anticipated or expected.
Raydan Manufacturing Inc. does not intend and does not assume any
obligation to update these forward-looking statements. Raydan
Manufacturing Inc. CONTACT: Raydan Manufacturing IncJoan Richardson
Tel: 780-955-2859 .Toll Free: 1-888-472-9326
jrichardson@raydanmfg.com www.raydanmfg.com
Copyright
Raydan Manufacturing Inc. (TSXV:RDN)
Historical Stock Chart
From Aug 2024 to Sep 2024
Raydan Manufacturing Inc. (TSXV:RDN)
Historical Stock Chart
From Sep 2023 to Sep 2024