FARMINGTON, Conn., March 26, 2013 /PRNewswire/ -- EDAC
Technologies Corporation (NASDAQ: EDAC) (the "Company" or
"EDAC") and Greenbriar Equity Group LLC ("Greenbriar") today
announced that GB Aero Engine Merger Sub Inc. has commenced the
previously-announced tender offer for all of the outstanding shares
of common stock of the Company at a price of $17.75 per share, net to the seller in cash
without interest. GB Aero Engine Merger Sub Inc. and its parent
company, GB Aero Engine LLC, are affiliated with Greenbriar.
On March 18, 2013, the Company and
Greenbriar announced that the Company and affiliates of Greenbriar
had entered into a definitive merger agreement on March 17, 2013 pursuant to which the tender offer
would be made. Pursuant to the merger agreement, after completion
of the tender offer and the satisfaction or waiver of certain
conditions, the Company will merge with GB Aero Engine Merger Sub
Inc., and all outstanding shares of the Company's common stock,
other than shares held by GB Aero Engine LLC, GB Aero Engine Merger
Sub Inc. or the Company and shares held by the Company's
shareholders who are entitled to and have properly exercised
dissenters' rights under Wisconsin
law, will be automatically cancelled and converted into the right
to receive cash equal to the $17.75
offer price per share.
After careful consideration, the board of directors of EDAC
unanimously approved the merger agreement, the tender offer, the
merger and the other transactions contemplated by the merger
agreement, and declared that the terms of the merger agreement, the
tender offer, the merger and the transactions contemplated by the
merger agreement are fair to and in the best interests of the
shareholders of EDAC. Accordingly, EDAC's board of directors
unanimously recommends that shareholders of EDAC accept the tender
offer and tender their shares into the tender offer, and if
required by applicable law, adopt the merger agreement.
Today, GB Aero Engine LLC and GB Aero Engine Merger Sub Inc. are
filing with the Securities and Exchange Commission (the "SEC") a
tender offer statement on Schedule TO, including an offer to
purchase and related letter of transmittal, setting forth in detail
the terms of the tender offer. Additionally, the Company is filing
with the SEC today a solicitation/recommendation statement on
Schedule 14D-9 setting forth in detail, among other things, the
recommendation of the Company's board of directors that the
Company's shareholders tender their shares into the tender offer.
The completion of the tender offer is subject to customary
conditions, including, among others, the satisfaction of a minimum
tender condition and the expiration or termination of applicable
waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act").
The tender offer and withdrawal rights are scheduled to expire
at midnight, New York City time,
on Tuesday, April 23, 2013, unless
extended or earlier terminated in accordance with the terms of the
merger agreement.
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 Equity
Group LLC.
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 shareholders 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 shareholder 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
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. An affiliate of Greenbriar will file a tender offer
statement on Schedule TO with the Securities and Exchange
Commission in connection with the commencement of the offer, 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 shareholders 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 our Information Agent, Georgeson, at
telephone number (800) 223-2064 or 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
