March 18, 2013
EDAC Technologies Corporation (NASDAQ: EDAC)
, a diversified designer, manufacturer and servicer of precision components for aerospace and industrial applications, today announced it has entered into a definitive agreement to be acquired by GB Aero Engine LLC, an affiliate of Greenbriar Equity Group LLC, for
per share in cash, pursuant to a cash tender offer and second step merger, for an aggregate equity value of approximately
. The EDAC board of directors has unanimously approved the agreement and recommended that the shareholders of EDAC accept the offer and tender their shares into the offer.
Under the terms of the agreement, EDAC shareholders will receive
in cash for each share of EDAC common stock, representing a premium of approximately 29.6% over EDAC's average closing price during the 90 trading days ending
March 15, 2013
, and a 19.8% premium over EDAC's average closing price during the 30 trading days ending
March 15, 2013
"We believe this transaction is in the best interests of the Company and our shareholders. Our agreement with Greenbriar represents an attractive valuation for our shareholders, and we look forward to closing the transaction expeditiously," said
, EDAC President and Chief Executive Officer. "We believe that Greenbriar clearly understands our markets and that this transaction will allow EDAC to continue to focus on delivering high quality products and services to our customers. We look forward to the next phase of our company following the transaction."
, Managing Director of Greenbriar, said "We look forward to partnering with EDAC to continue their track record of strong growth and success serving leading aerospace and industrial customers with best-in-class precision component capabilities."
Under the terms of the definitive merger agreement between EDAC and GB Aero Engine LLC, a wholly owned subsidiary of GB Aero Engine LLC will commence a cash tender offer to purchase all of the outstanding shares of EDAC's common stock no later than
, 2013. Members of the Board and executive officers of EDAC, who own approximately 18.2 percent of the Company's outstanding shares in the aggregate, have entered into agreements pursuant to which they will tender their shares into the offer. The closing of the tender offer is subject to customary closing conditions, including the tender of at least a majority of EDAC's common stock and requisite regulatory approvals. If the tender offer closes, Greenbriar will acquire any EDAC shares that are not purchased in the tender offer in a second-step merger, at the same price per share paid in the tender offer. The transaction is not subject to a financing condition. EDAC expects the transaction to close in the second quarter of 2013. There can be no assurance that the tender offer will be completed, or if completed, that it will be completed in the second quarter of 2013.
The Company's Annual Meeting of Shareholders, previously scheduled for
May 1, 2013
, has been postponed until further notice.
Stifel, Nicolaus & Company, Incorporated is serving as exclusive financial advisor and Robinson & Cole LLP is serving as legal counsel to EDAC Technologies Corporation. Kirkland & Ellis LLP is serving as legal counsel to Greenbriar.