Food Technology Service, Inc. (NASDAQ:VIFL) (the
“Company” or “FTSI”), a regional provider of sterilization
services, announced today that it entered into a definitive merger
agreement, dated December 5, 2013, under which the Company will be
acquired by an affiliate of Sterigenics International LLC
(“Sterigenics”), a portfolio company of GTCR, LLC. Under the terms
of the merger agreement, upon completion of the transaction, the
shareholders of the Company (other than holders of excluded shares
and dissenting shares, as described in the merger agreement) will
receive $7.23 per share in cash. The purchase price represents a
premium of 28.4% over the Company’s closing share price on December
5, 2013 and a premium of 27.2% over the Company’s average closing
share price for the 30 trading days ending on December 5, 2013.
The Company’s board of directors, acting upon the unanimous
recommendation of a special committee of the board of directors
consisting of independent directors (the “Special Committee”),
approved the merger agreement and resolved to recommend that the
Company’s shareholders vote to approve the merger agreement. The
Special Committee negotiated the terms of the merger agreement with
the assistance of its legal advisor and the Company’s financial
advisor.
Richard G. Hunter, Ph.D., President and CEO of the Company,
commented, “This is great news for the Company and our customers
and shareholders. It is a clear endorsement of Food Technology
Service, Inc. and of the hard work and commitment of each and every
one of our employees. Sterigenics and Food Technology Service, Inc.
share the same commitment to technical expertise and providing high
quality service and we look forward to joining them.”
Added Chairman of the board of directors and Chairman of the
Special Committee, Dr. John Sinnott, “After a thorough assessment,
we believe that this transaction appropriately recognizes the value
of the Company’s business and provides our shareholders with a
meaningful cash premium based on the current stock price.”
“We are excited to be partnering with FTSI and its management
team,” stated Michael Mulhern, CEO of Sterigenics. “Richard Hunter
and the FTSI team have built an attractive business with
outstanding service and strong customer relationships. We look
forward to adding FTSI to Sterigenics’ market-leading global
sterilization platform.”
The transaction is subject to the approval of a majority of Food
Technology Service, Inc. shareholders, regulatory approvals, and
other customary closing conditions.
In addition, Dr. Hunter and Fort Ashford Holdings, LLC, a
California-based private equity firm owning approximately 30% of
the outstanding shares of Food Technology Service, Inc., have
entered into a voting agreement with Sterigenics in which they have
agreed to, among other things, vote all shares over which they have
exercisable voting power in favor of the merger.
Craig-Hallum Capital Group LLC is acting as exclusive financial
advisor to the Company and provided a fairness opinion to the
Company Board of Directors and the Special Committee. Olshan Frome
Wolosky LLP is acting as counsel for the Special Committee and Burr
& Forman LLP as counsel for the Company. Holland & Knight
LLP is acting as counsel for Sterigenics.
About the Company
Food Technology Service, Inc. owns and operates an irradiation
facility located in Mulberry, Florida that uses gamma radiation to
provide contract sterilization services to the medical device,
packaging and food industries. For the Company's website, please
visit: www.ftsi.com.
About Sterigenics
Headquartered in Deerfield, Illinois, Sterigenics is a leading
global provider of outsourced contract sterilization services,
primarily to the medical device and food industries. The Company
operates 39 facilities worldwide across the Americas, Europe and
Asia and offers a range of services utilizing the most widely used
sterilization technologies. For more information, please visit
www.sterigenics.com.
About GTCR
Founded in 1980, GTCR is a leading private equity firm focused
on investing in growth companies in the Financial Services &
Technology, Healthcare and Information Services & Technology
industries. The Chicago-based firm pioneered The Leaders Strategy™
– finding and partnering with management leaders in core domains to
identify, acquire and build market-leading companies through
transformational acquisitions and organic growth. Since its
inception, GTCR has invested more than $10 billion in over 200
companies. For more information, please visit www.gtcr.com.
This press release contains forward-looking statements. The
words or phrases “would be,” “will allow,” “intends to,” “will
likely result,” “are expected to,” “will continue,” “is
anticipated,” “estimate,” “project,” or similar expressions are
intended to identify “forward-looking statements.” All information
set forth in this news release, except historical and factual
information, represents forward-looking statements. This includes
all statements about the Company’s plans, beliefs, estimates and
expectations. These statements are based on current estimates and
projections, which involve certain risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statements. These risks and uncertainties include
issues related to: rapidly changing technology and evolving
standards in the industries in which the Company operates; the
ability to obtain sufficient funding to continue operations,
maintain adequate cash flow and profitably exploit new business;
and other factors. Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect
management's analysis only as of the date hereof. The Company
undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the
date hereof. Readers should carefully review the risks and
uncertainties described in other documents that the Company files
from time to time with the U.S. Securities and Exchange
Commission.
Important Additional Information about the Proposed
Merger
In connection with the proposed merger transaction, the Company
intends to file with the SEC a current report on Form 8-K, which
will include the merger agreement and related documents and also to
file with the SEC and to make available to the Company’s
shareholders a proxy statement and other relevant materials
regarding the proposed transaction. This press release does not
constitute a solicitation of any proxy or vote. THE COMPANY’S
SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION, THE
PARTIES TO THE PROPOSED MERGER TRANSACTION AND RELATED MATTERS. In
addition to receiving the proxy statement and related materials,
the Company’s shareholders will be able to obtain, without charge,
copies of the proxy statement and other Company filings with the
SEC from the SEC's website (http://www.sec.gov). Shareholders may
obtain, without charge, copies of the proxy statement and other
Company filings with the SEC from the Company’s website at
www.ftsi.us.
Participants in Solicitation
The Company’s executive officers and directors and other members
of its management and employees may be deemed "participants" in the
solicitation of proxies from the Company’s shareholders with
respect to the matters relating to the proposed merger. Information
concerning the interests of the persons who may, under SEC rules,
be considered participants in the solicitation will be set forth in
the proxy statement and other relevant documents to be filed with
the SEC. Information about the Company’s executive officers and
directors can be found in the Company’s proxy statement for the
2013 Annual Meeting of Shareholders, which was filed with the SEC
on April 15, 2013. Information concerning the interests of the
Company’s participants in the solicitation, which may, in some
cases, be different than those of the Company’s shareholders
generally, will be set forth in the proxy statement relating to the
merger when it becomes available.
Food Technology Service, Inc.Richard G. Hunter, Ph.D., President
and CEO, 863-425-0039rhunter@ftsi.us
Food Technology Service (NASDAQ:VIFL)
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