Dynetek Industries Ltd: Übernahme durch Luxfer Holdings PLC
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Calgary - Dynetek Industries Ltd. ("Dynetek") (DNK.TO) is pleased to announce it has entered into an arrangement agreement (the "Arrangement Agreement") with Luxfer Holdings PLC ("Luxfer"), pursuant to which Luxfer has agreed to, through its wholly-owned subsidiary Luxfer Canada Limited, acquire all of the issued and outstanding common shares ("Dynetek Shares") of Dynetek, including any shares of Dynetek issued upon the exercise of outstanding options, for a cash consideration of $0.24 per share for each Dynetek share held (the "Arrangement"). This purchase price represents a 60% premium over the closing price of the Dynetek Shares on the Toronto Stock Exchange (the "TSX") on July 30, 2012 and a 149% premium over the volume-weighted average trading price of the Dynetek Shares on the TSX for the 20 trading days ending July 30 , 2012. This transaction values Dynetek at approximately $5.03 million plus the assumption of net debt.
The board of directors of Dynetek (the "Board") has unanimously determined that the Arrangement is in the best interest of Dynetek and Dynetek shareholders. The Board recommends that Dynetek shareholders vote to approve the Arrangement at the shareholders' meeting that will be held to approve the Arrangement (the "Meeting"). All of Dynetek's officers and directors, holding an aggregate of 7.14% of the issued and outstanding Dynetek Shares, have entered into support agreements with Luxfer to vote in favour of and otherwise support the Arrangement, subject to certain permitted exceptions. PricewaterhouseCoopers LLP acted as Dynetek's financial adviser and provided its opinion that, as at July 26, 2012 , the Arrangement is fair, from a financial point of view, to the shareholders of Dynetek.
The Arrangement Agreement includes customary representations and warranties of each party, non-solicitation covenants by Dynetek, right-to-match provisions in favour of Luxfer and provides for a non-completion fee of $500,000 to be paid by Dynetek to Luxfer if the transaction is not completed under certain circumstances. The transaction will be completed pursuant to a statutory plan of arrangement in accordance with the Business Corporations Act (Alberta) (the "ABCA"). The Arrangement is subject to the approval of the Alberta Court of Queen's bench under the ABCA, the affirmative vote of 66?% of the votes to be cast by shareholders, present in person or by proxy, at the Meeting of shareholders to be held to approve the Arrangement, the receipt of all necessary regulatory and stock exchange approvals, and certain other closing conditions that are customary for a transaction of this nature. An information circular regarding the Arrangement is expected to be mailed to shareholders in mid August 2012 , with the Meeting scheduled to be held in mid September 2012 and closing shortly thereafter. It is anticipated that following the successful completion of the Arrangement, the Dynetek Shares will be delisted from the TSX.
Dynetek is a leading participant in the global clean technology space and a leader in the design and manufacture of proprietary fuel storage systems. Dynetek designs, produces and markets one of the lightest and most advanced fuel storage and refueling systems for compressed natural gas, low emission vehicles and compressed hydrogen, zero-emission fuel cell vehicles. Dynetek is recognized around the world for its solutions-of-choice to the alternate fuel vehicle sector, evidenced by strategic relationships with major manufacturers around the globe. Dynetek's common shares are listed on the TSX under the symbol "DNK".
Luxfer is a global materials technology company specializing in the design, manufacture and supply of high-performance materials, components and gas cylinders to customers in a broad range of growing end-markets, including environmental, healthcare and protection technologies. The company is one of the world's leading manufacturers of high-pressure gas cylinders. Six manufacturing plants in the US, UK, France , China and a joint venture in India produce cylinders for a diverse range of applications, including containment of compressed natural gas.
This news release contains forward-looking statements and information (collectively, "forward-looking information") within the meaning of applicable Canadian securities legislation regarding expected future events of Dynetek. By its nature, forward-looking information requires Dynetek to make assumptions and is subject to numerous inherent risks and uncertainties. There is significant risk that assumptions, predictions and other forward-looking information will not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking information as a number of factors could cause actual future results, conditions, actions or events to differ materially from expectations, estimations or intentions expressed in the forward-looking information. Forward-looking information in this news release includes, but is not limited to: the proposed acquisition of Dynetek by Luxfer pursuant to a plan or arrangement, the anticipated benefits of the Arrangement, the timing of the Meeting, the mailing of the information circular, the closing of the Arrangement, and the delisting of Dynetek Shares. The forward-looking information is based on certain assumptions made by Dynetek in light of its experience and its perception of historical trends, business prospect and opportunities, expected future developments and business trends, future capital and other expenditures (including the amount, nature and sources of funding thereof), general economic and capital market conditions as well as other factors it believes are appropriate in the circumstances. Such forward-looking information reflects management's current beliefs and is based on information currently available to Management. Forward-looking information involves significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including but not limited to, risks associated with: a failure to obtain the required regulatory, court and shareholder approvals; changes in the economic conditions in Canada , India and globally; volatility in commodity prices and exchange rates; changes in government regulation and government funding levels; and changes in demand for fuel storage systems. In addition the Arrangement Agreement is subject to a number of conditions which are typical for transactions of this nature. Failure to satisfy any of these conditions may result in the termination of the Arrangement Agreement. Additional risks and uncertainties associated with Dynetek's future plans are described in Dynetek's Annual Information Form for the year ended December 31 , 2011. Although the forward-looking information contained herein is based upon assumptions which Management believes to be reasonable, Dynetek cannot assure investors that actual results will be consistent with this forward-looking information. This forward-looking information is made as of the date hereof and Dynetek assumes no obligation to update or revise this information to reflect new events or circumstances, except as required by law.
SOURCE: Dynetek Industries Ltd.