Raydan Manufacturing Inc Announces Amendment of Agreement and Confirmation of Superior Proposal
January 18 2012 - 1:13PM
PR Newswire (Canada)
EDMONTON, Jan. 19, 2012 /CNW/ - Raydan Manufacturing Inc.
("Raydan") announced today that it has received a proposal from the
Purchaser ("Increased Proposal") to amend the terms of the
Arrangement Agreement entered into between Raydan and Link
Suspensions of Canada, Limited Partnership and Link Manufacturing
Ltd (collectively, "Link") dated November 29, 2011 (the
"Arrangement Agreement"). The relevant increase in total
consideration payable by Link under the Increased Proposal consists
of the following: (a) Increased Price - the Cash Purchase Price is
increased by $327,059 which equates to an increased value of
approximately $0.02 per Raydan common share ("Shares"). (b) Earlier
Payment - the Initial Distribution to Shareholders can be higher by
$327,059 as a result of the increased Purchase Price, permitting
Raydan to make an initial distribution under the Arrangement of
approximately $0.09 per Share and a total of $0.013 per share under
the Arrangement. (c) Reduced Uncertainty re Second Distribution -
the remaining $0.04 per Share distribution is more certain to be
made, unless a claim has been identified, as Raydan can be
dissolved six (6) months from the Effective Date, as opposed to the
365 days under the original offer. After consideration of the
Increased Proposal the Board of Directors of Raydan unanimously
determined the Arrangement Agreement as modified by the Increased
Proposal to be a superior proposal (within the meaning of the
Arrangement Agreement) compared to the offer from 811332 Alberta
Ltd previously announced on January 11, 2012 by news release. "I
would like to thank the Board of Directors for their diligence and
support throughout these negotiations," said Raymond English,
President and Chief Executive Officer of Raydan. The Increased
Proposal has been accepted and the parties have entered into an
amendment to the Arrangement Agreement to address the foregoing.
The amended Agreement will continue to be subject to the same
conditions as the original Arrangement Agreement, including: (a)
approval of the Alberta Court of Queen's Bench, scheduled to be
heard on February 6, 2012; (b) approval by the holders of at least
66 2/3% of the votes cast by holders of Shares present in person or
by proxy at a special meeting of holders of Shares on January 26,
2012; (c) approval by the "majority of the minority" of Shares
excluding the vote of Ray English, Dan English and Chris English;
and (d) certain other customary conditions. Further details
will be advised pursuant to the Terms of the Amended Interim Order
of the Court dated January 16, 2012. About Raydan Manufacturing Inc
Raydan Manufacturing Inc., based in Edmonton, Alberta, develops and
produces specialized suspension and coupling systems for trucks,
trailers and heavy equipment. Installations are completed at
the Company's chassis modification centre in either Alberta or
Ontario. Established in 1992, Raydan exports its innovative,
high-quality products to end-users and original equipment
manufacturers (OEMs) in the heavy-duty truck, truck crane,
fire/rescue and other severe use sectors around the world. The TSX
Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release. This
news release contains forward-looking statements that involve risks
and uncertainties, which may cause actual results to differ
materially from the statements made. Potentially, many factors
could cause our actual results to vary materially from those
described herein as intended, planned, anticipated or expected.
Raydan Manufacturing Inc. does not intend and does not assume any
obligation to update these forward-looking statements. Raydan
Manufacturing Inc. CONTACT: Raydan Manufacturing IncJoan Richardson
Tel: 780-955-2859 Toll Free: 1-888-472-9326
jrichardson@raydanmfg.com www.raydanmfg.com
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