Aldila, Inc. Announces Stockholder Approval Of Merger
POWAY, Calif., Dec. 28, 2012 /PRNewswire/ -- ALDILA, INC.
(OTCQX:ALDA) today announced the approval by Aldila stockholders of
the previously announced merger with Mitsubishi Rayon America, Inc.
("MRA").
A special meeting of the Aldila stockholders of record as of
November 21, 2012 was held at
Aldila's headquarters in Poway,
California on December 27,
2012. A total of 3,788,047 shares Aldila Common Stock were present at the meeting
in person or by proxy. The stockholders voted to approve the
proposed merger by a vote of 3,526,176 voting in favor and 251,018
against. The votes in favor represent 93.09% of the votes cast at
the meeting, and 64.24% of the total issued and outstanding shares
of Common Stock. Approval of the proposed merger was the only item
considered at the meeting. Aldila's directors, senior
officers, and certain other stockholders, who collectively held
2,274,378 shares, or approximately 41%, of Aldila's issued and
outstanding Common Stock entered into a Voting Agreement with MRA
and had committed to voting their shares in support of the Merger
Agreement.
"We are pleased to see this step completed and look forward to
concluding the merger process. In the absence of unexpected
regulatory or other issues, we anticipate closing the approved
transaction in the first quarter of 2013. We continue to be
excited about Aldila's future as part of a world class advanced
composite materials company that is fully integrated from the base
raw material acrylonitrile, precursor, carbon fiber and prepreg
materials," said Peter Mathewson,
Aldila's CEO.
On December 4, 2012 Aldila
announced it had signed a merger agreement (the "Merger Agreement")
with MRA. The Merger Agreement provides that upon the
effectiveness of the merger, Aldila's stockholders will receive
cash consideration of $4.00 per
share, representing a total purchase price of approximately
$22 million for Aldila's common
shares and a premium of 60% above Aldila's share price of
$2.50 at the close of trading on
December 3, 2012.
The Merger Agreement provides for the merger of Aldila with a
wholly-owned subsidiary of MRA. In the merger Aldila will continue
as the surviving corporation and will become a wholly-owned
subsidiary of MRA. MRA is a wholly-owned subsidiary of Mitsubishi
Rayon Co., Ltd. ("MRC") and part of the Mitsubishi Chemical
Holdings Corporation group. The Merger Agreement is subject
to customary closing conditions, including applicable government
and regulatory filings and approvals. The merger will close
once the shareholders approve the merger and the other closing
conditions are satisfied.
Aldila's Board of Directors ("Board") had unanimously approved
the merger and recommended Aldila's stockholders approve it as
well. The Merger Agreement was the culmination of a strategic
review undertaken by Aldila and its exclusive financial advisor, B.
Riley & Co. The Board concluded a merger was in the best
interest of Aldila and its stockholders because joining with MRC
will better enable Aldila to capitalize on Aldila's business
opportunities offered by the growing demand for carbon fiber based
materials in a number of industries. The merger will allow Aldila
to leverage MRC's resources to more effectively take advantage of
the business opportunities open to Aldila.
About Aldila
Aldila, Inc. is one of the world's largest manufacturers of
carbon fiber shafts. Aldila, Inc. is a designer, manufacturer
and marketer of carbon-based composite products and materials used
in various end markets. Aldila's competencies are the development
of carbon-based composites and the implementation of manufacturing
processes that support the commercialization of these composites.
Aldila is a vertically-integrated supplier of composites across
three primary end markets: carbon-based pre-impregnated composite
fibers, graphite golf shafts and archery products.
You may find additional information about Aldila's business,
financial results and operations in Aldila's annual report and
quarterly reports, on Aldila's website at www.aldila.com and on the
OTCQX.com website. Aldila's annual report to stockholders for the
fiscal year ended December 31, 2011,
and quarterly reports through the quarter ended September 30, 2012, have been filed with the
OTCQX and are available on Aldila's website and on the OTCQX.com
website.
About MRA
Mitsubishi Rayon America Inc. is a wholly owned subsidiary of
Mitsubishi Rayon Co., Ltd. MRA's business is centered around MMA
(methyl methacrylate) and AN (acrylonitrile) business complexes as
basic raw materials and finished products. For more information,
visit http://www.mrany.com.
About MRC
Mitsubishi Rayon Co., Ltd. is a wholly owned subsidiary of
Mitsubishi Chemical Holdings Corporation. MRC's business is
centered around areas of chemical and plastics, fibers, carbon
fibers and composite materials, and aqua businesses. For more
information, visit
http://www.mrc.co.jp
This press release contains forward-looking statements based on
Aldila's expectations as of the date of this press release. These
statements necessarily reflect assumptions that Aldila makes in
evaluating its expectations as to the future. Forward-looking
statements are necessarily subject to risks and uncertainties,
including those relating to the closing of the proposed merger.
Aldila's actual future performance and results could differ from
that contained in or suggested by these forward-looking statements
as a result of a variety of factors. Aldila's filings with the
Securities and Exchange Commission (for filings prior to its move
to OTCQX U.S. Premier) and OTC Disclosure and News Service present
a detailed discussion of the principal risks and uncertainties
related to Aldila's future operations. In particular the Annual
Report for the year ended December 31,
2011, and Quarterly Reports and Current Reports, discuss
Aldila's business, financial condition, and risk factors. All of
the foregoing reports may be obtained on the OTCQX U.S. Premier
website, which can be found at www. OTCQX.com, or at Aldila's
website, www.aldila.com.
SOURCE Aldila, Inc.