Raytech Corporation Asbestos Trust Announces Completion of Settlement with Environmental Creditors and Raytech Going Private Tra
07 Juli 2005 - 7:42PM
Business Wire
The Raytech Corporation Asbestos Personal Injury Trust (the
"Trust") today announced its signing of a Supplemental Settlement
Agreement with the U.S. Environmental Protection Agency, the
Connecticut Department of Environmental Protection and FMC
Corporation, shareholders who were the environmental creditors of
Raytech Corporation (NYSE trading symbol RAY) in its 2001 Chapter
11 reorganization ("Environmental Creditors"). The Trust also
announced that it intends to undertake a going private transaction
of Raytech. The agreement, which supplements 2000 and 2001
agreements between the Trust and the Environmental Creditors, calls
for the Environmental Creditors to sell to the Trust a total of
3,228,888 shares of common stock of Raytech (or approximately 7.7%
of the outstanding shares). The Environmental Creditors will also
assign to the Trust their claims to certain assets of the
bankruptcy estates of Raymark Industries, Inc., Raymark Corporation
and Universal Friction Composites, formerly related companies of
Raytech, including their rights to recovery under an insurance
claim, and rights in Raytech tax benefits currently owned by the
Environmental Creditors pursuant to Raytech's reorganization in
2001. The Trust will pay an aggregate cash purchase price of
$9,457,777 for the stock and the assignments. Upon completion of
the settlement, the Trust will own approximately 90.6% of the
outstanding shares of Raytech. Completion of the settlement is
conditioned upon, among other things, receiving the approval of the
United States Bankruptcy Court for the District of Connecticut.
Raytech is not a party to the agreement. After completing the stock
purchase, the Trust intends to undertake a short-form merger of
Raytech into a newly created subsidiary wholly owned by the Trust.
The Trust expects to indirectly acquire of all of the outstanding
shares of Raytech common stock in the merger in consideration for a
cash payment of $1.32 per share for each share held by the
unaffiliated public stockholders of Raytech. This price equals the
closing sale price per share of the Raytech common stock on July 6,
2005. After the short-form merger, the Trust intends to seek to
de-list the Raytech common stock from trading on the New York Stock
Exchange, and to terminate the registration of the stock with the
Securities and Exchange Commission. About Raytech Corporation
Asbestos Personal Injury Trust The Trust is the largest shareholder
of Raytech Corporation. The Trust was formed as an irrevocable
trust with the approval of the United States Bankruptcy Court. The
Trust's purpose is to use its assets and income to make payments to
people who were allegedly injured due to exposure to products
containing asbestos sold by Raytech. About Raytech Corporation
Raytech Corporation is a worldwide manufacturer of wet and dry
clutch, power transmission and brake systems as well as specialty
engineered polymer matrix composite products and related services
for vehicular applications, including automotive OEM, heavy-duty
on-and-off highway vehicles and aftermarket vehicular power
transmission systems. Through two technology and research centers
and five manufacturing operations worldwide, Raytech develops and
delivers energy absorption, power transmission and
custom-engineered components focusing on niche applications where
its expertise and technological excellence provide a competitive
edge. Raytech Corporation, headquartered in Shelton, Connecticut,
operates manufacturing facilities in the United States, Germany and
China as well as technology and research centers in Indiana and
Germany. Its operations are strategically situated in close
proximity to major customers and within easy reach of geographical
areas with demonstrated growth potential. Raytech's common stock is
listed on the New York Stock Exchange and trades under the symbol
"RAY." Additional information about Raytech may be accessed on its
website http://www.raytech.com. From time to time, information
provided by Raytech Corporation, statements made by its employees,
or information included in its filings with the Securities and
Exchange Commission may contain statements which are so-called
``forward-looking statements'' and not historical facts.
Forward-looking statements can be identified by the use of words
such as ``believe,'' ``expect,'' ``intend,'' ``anticipate,'' ``in
my opinion,'' and similar words or variations. These
forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Raytech's actual future results may differ significantly from those
stated in any forward-looking statements. Forward-looking
statements involve a number of risks and uncertainties, including
(without limitation) product demand, pricing, market acceptance,
litigation, risks in product and technology development, and other
risk factors detailed from time to time in Raytech's Securities and
Exchange Commission reports (including its Forms 10-K and 10-Q).
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