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March 26, 2013 /PRNewswire/ --
EDAC Technologies Corporation (NASDAQ: EDAC) (the "Company" or "EDAC") and Greenbriar Equity Group LLC ("Greenbriar") today announced that GB Aero Engine Merger Sub Inc. has commenced the previously-announced tender offer for all of the outstanding shares of common stock of the Company at a price of
$17.75 per share, net to the seller in cash without interest. GB Aero Engine Merger Sub Inc. and its parent company, GB Aero Engine LLC, are affiliated with Greenbriar.
March 18, 2013, the Company and Greenbriar announced that the Company and affiliates of Greenbriar had entered into a definitive merger agreement on
March 17, 2013 pursuant to which the tender offer would be made. Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of certain conditions, the Company will merge with GB Aero Engine Merger Sub Inc., and all outstanding shares of the Company's common stock, other than shares held by GB Aero Engine LLC, GB Aero Engine Merger Sub Inc. or the Company and shares held by the Company's shareholders who are entitled to and have properly exercised dissenters' rights under
Wisconsin law, will be automatically cancelled and converted into the right to receive cash equal to the
$17.75 offer price per share.
After careful consideration, the board of directors of EDAC unanimously approved the merger agreement, the tender offer, the merger and the other transactions contemplated by the merger agreement, and declared that the terms of the merger agreement, the tender offer, the merger and the transactions contemplated by the merger agreement are fair to and in the best interests of the shareholders of EDAC. Accordingly, EDAC's board of directors unanimously recommends that shareholders of EDAC accept the tender offer and tender their shares into the tender offer, and if required by applicable law, adopt the merger agreement.