FARMINGTON, Conn., March 18, 2013 /PRNewswire/ -- EDAC
Technologies Corporation (NASDAQ: EDAC), a diversified
designer, manufacturer and servicer of precision components for
aerospace and industrial applications, today announced it has
entered into a definitive agreement to be acquired by GB Aero
Engine LLC, an affiliate of Greenbriar Equity Group LLC, for
$17.75 per share in cash, pursuant to
a cash tender offer and second step merger, for an aggregate equity
value of approximately $104.1
million. The EDAC board of directors has unanimously
approved the agreement and recommended that the shareholders of
EDAC accept the offer and tender their shares into the
offer.
Under the terms of the agreement, EDAC shareholders will receive
$17.75 in cash for each share of EDAC
common stock, representing a premium of approximately 29.6% over
EDAC's average closing price during the 90 trading days ending
March 15, 2013, and a 19.8% premium
over EDAC's average closing price during the 30 trading days ending
March 15, 2013.
"We believe this transaction is in the best interests of the
Company and our shareholders. Our agreement with Greenbriar
represents an attractive valuation for our shareholders, and we
look forward to closing the transaction expeditiously," said
Dominick Pagano, EDAC President and
Chief Executive Officer. "We believe that Greenbriar clearly
understands our markets and that this transaction will allow EDAC
to continue to focus on delivering high quality products and
services to our customers. We look forward to the next phase of our
company following the transaction."
Noah Roy, Managing Director of
Greenbriar, said "We look forward to partnering with EDAC to
continue their track record of strong growth and success serving
leading aerospace and industrial customers with best-in-class
precision component capabilities."
Under the terms of the definitive merger agreement between EDAC
and GB Aero Engine LLC, a wholly owned subsidiary of GB Aero Engine
LLC will commence a cash tender offer to purchase all of the
outstanding shares of EDAC's common stock no later than
March 26, 2013. Members of the
Board and executive officers of EDAC, who own approximately 18.2
percent of the Company's outstanding shares in the aggregate, have
entered into agreements pursuant to which they will tender their
shares into the offer. The closing of the tender offer is
subject to customary closing conditions, including the tender of at
least a majority of EDAC's common stock and requisite regulatory
approvals. If the tender offer closes, Greenbriar will
acquire any EDAC shares that are not purchased in the tender offer
in a second-step merger, at the same price per share paid in the
tender offer. The transaction is not subject to a financing
condition. EDAC expects the transaction to close in the
second quarter of 2013. There can be no assurance that the
tender offer will be completed, or if completed, that it will be
completed in the second quarter of 2013.
The Company's Annual Meeting of Shareholders, previously
scheduled for May 1, 2013, has been
postponed until further notice.
Stifel, Nicolaus & Company, Incorporated is serving as
exclusive financial advisor and Robinson & Cole LLP is serving
as legal counsel to EDAC Technologies Corporation. Kirkland
& Ellis LLP is serving as legal counsel to Greenbriar.
About EDAC Technologies Corporation
EDAC Technologies Corporation (or the "Company") 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.
About Greenbriar Equity Group LLC
Greenbriar Equity Group LLC, a private equity firm with
$1.5 billion of committed capital,
focuses exclusively on the global transportation industry,
including companies in aerospace and defense, automotive, freight
and passenger transport, logistics and distribution, and related
sectors. Greenbriar invests with proven management teams who are
interested in being significant equity owners in their companies as
well as with corporate partners who are interested in raising
capital. Greenbriar's partners bring many decades of experience at
the highest levels within the transportation industry. Additional
information may be found at www.greenbriarequity.com.
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 an affiliate of Greenbriar,
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 stockholders 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 stockholder litigation in connection with the 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.
Notice to Investors
The tender offer for the outstanding common stock of the Company
referred to in this report has not yet commenced. This press
release is neither an offer to purchase nor a solicitation of an
offer to sell any securities. The solicitation and the offer to buy
shares of the Company common stock will be made pursuant to an
offer to purchase and related materials that Greenbriar intends to
file with the Securities and Exchange Commission. At the time the
offer is commenced, Greenbriar will file a tender offer statement
on Schedule TO with the Securities and Exchange Commission, and
thereafter the Company will file a solicitation/recommendation
statement on Schedule 14D-9 with respect to the offer. The tender
offer statement (including an offer to purchase, a related letter
of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important
information that should be read carefully and considered before any
decision is made with respect to the tender offer. These materials
will be sent free of charge to all stockholders of the Company when
available. In addition, all of these materials (and all other
materials filed by the Company with the Securities and Exchange
Commission) will be available at no charge from the Securities and
Exchange Commission through its website at www.sec.gov.
Investors and security holders may also obtain free copies of the
documents filed with the Securities and Exchange Commission by the
Company by contacting Glenn L.
Purple, at EDAC Technologies Corporation, telephone number
(860) 677-2603.
CONTACTS:
EDAC Technologies Corporation
Glenn
L. Purple
Vice President-Finance
860-677-2603
Greenbriar Equity Group LLC
Ross Lovern
Kekst and Company
212-521-4876
SOURCE EDAC Technologies Corporation