United-Guardian Announces Stock Repurchase
18 Mai 2010 - 6:38PM
United-Guardian, Inc. (Nasdaq:UG) today reported that its Board of
Directors and its President and largest stockholder, Ken Globus,
have reached agreement on the repurchase by the Company of 350,000
shares of Company stock owned by Mr. Globus. The block of shares,
which represents approximately 7% of the total shares outstanding,
is being acquired by the Company for consideration of $10.75 per
share, which is a 13% discount to the weighted average closing
share price for the 60 trading days prior to May 6, 2010, and a 12%
discount to yesterday's closing share price. The shares being
sold had been inherited by Mr. Globus last year from the founder of
the Company, Alfred R. Globus, and are being sold by Mr. Globus for
estate planning purposes. The purchase is expected to close in
the next few weeks and is subject to customary closing conditions.
Following receipt by the Company of an informal proposal from
Mr. Globus to sell some of his Company stock back to the Company,
the Board of Directors formed a Special Committee of independent
directors to determine a fair price and negotiate the terms of a
sale with Mr. Globus. The Special Committee retained the
investment banking services of Coady Diemar Partners, LLC, which
provided a fairness opinion to the Special Committee stating that
"the consideration proposed to be paid by the Company under the
repurchase is fair from a financial point of view to the
Company." The Special Committee recommended the transaction to
the full Board of Directors, excluding Mr. Globus who had recused
himself from the Board vote. Subsequently, the remaining Board
members unanimously approved the transaction.
Arthur Dresner, Chairman of the Special Committee, stated that
"United-Guardian's Board of Directors believes that this purchase
represents a prudent use of a portion of the Company's cash and
demonstrates the Board's confidence in the long-term potential for
the Company. The Board and management continue to believe that the
intrinsic value of the Company's shares exceeds the repurchase
price. The transaction is expected to be accretive to the
Company's earnings and is not expected to change the Company's
current dividend payout policy."
The total transaction will require approximately $3.8 million
and will come from the Company's cash and marketable securities
balances, which, at March 31, 2010, exceeded $13.1
million. Robert Rubinger, the Company's Executive Vice
President, commented, "After the completion of the transaction, the
Company will still retain sufficient funds to cover its business
requirements for the foreseeable future."
Mr. Globus concluded, "The sale of a portion of my inherited
shares was solely for estate planning purposes. I remain the
Company's largest stockholder and continue to be as dedicated as
ever to the success of the Company."
United-Guardian is a manufacturer of cosmetic ingredients,
personal and health care products, pharmaceuticals, and specialty
industrial products.
The United-Guardian, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=6000
NOTE: This press release contains both historical
and "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements
about the company's expectations or beliefs concerning future
events, such as financial performance, business prospects, and
similar matters, are being made in reliance upon the "safe harbor"
provisions of that Act. Such statements are subject to a variety of
factors that could cause our actual results or performance to
differ materially from the anticipated results or performance
expressed or implied by such forward-looking statements. For
further information about the risks and uncertainties that may
affect the company's business please refer to the company's reports
and filings with the Securities and Exchange Commission.
CONTACT: United-Guardian, Inc.
Public Relations
Robert S. Rubinger
(631) 273-0900
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