Raytech Corporation Announces Personal Injury Trust's Settlement with Environmental Creditors and Trust's Intent to Effect a Ray
07 Juli 2005 - 7:42PM
Business Wire
Raytech Corporation (NYSE trading symbol RAY) announced today that
it has been informed by The Raytech Corporation Asbestos Personal
Injury Trust ("Trust"), its largest shareholder, that the Trust has
signed 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 in its 2001 Chapter 11
reorganization ("Environmental Creditors"). Raytech also announced
that it has been notified that the Trust 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 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 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. 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. At the time of Raytech's
reorganization, a channeling injunction was entered by the
Bankruptcy Court that permanently and forever stays, enjoins and
restrains any asbestos-related claims against Raytech and its
subsidiaries. Under the Bankruptcy Code, all future asbestos
related claims are to be channeled to the Trust for resolution.
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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