International Absorbents Inc. ("IAX" or the "Company")
(NYSE Euronext: IAX), a leading developer and producer of environmentally friendly pet care and industrial products, announced today that it has entered into a definitive arrangement agreement under which an affiliate of Kinderhook Industries LLC has agreed to acquire all of the outstanding common shares of IAX for cash at a price of
The transaction is expected to be completed in
, subject to approval by IAX's shareholders of the definitive arrangement agreement and the transactions contemplated thereby, certain regulatory approvals and the satisfaction of certain closing conditions. The transaction is not subject to any financing condition.
per share cash consideration represents a 18.2% premium over the closing price of the shares on
December 14, 2009
, the last trading day prior to public announcement of the transaction, and a 22.6% premium over the volume weighted average price of the shares over the last 20 trading days.
A strategic alternatives committee consisting of IAX's independent directors evaluated the strategic alternatives available to IAX and unanimously recommended the proposed arrangement. Based upon the recommendation of the committee, the Company's board of directors, with
abstaining, approved the proposed acquisition and recommended that the shareholders vote in favour of the definitive arrangement agreement and the transactions contemplated thereby. Both the committee and the board of directors made their recommendations with the benefit of input from the committee's legal and financial advisors. CapitalWest Partners, the financial advisor to the committee and the board of directors, delivered an opinion to the committee, subject to certain assumptions and limitations described therein, that the transaction is fair, from a financial point of view, to shareholders of IAX.
"The proposed acquisition reflects a significant premium and a strong value for shareholders and provides an excellent liquidity opportunity that the board of directors enthusiastically supports," said
, chair of IAX's strategic alternatives committee. Mr. Bentley added, "The management of the Company is to be commended for their productive work that has led to this shareholder opportunity."