March 29, 2013
EDAC Technologies Corporation
(NASDAQ: EDAC), a diversified designer, manufacturer and servicer of precision components for aerospace and industrial applications, today announced that on
March 28, 2013
, MidOcean Partners, through one of its affiliates, publicly announced an unsolicited non-binding proposal to acquire EDAC for
per share, jointly with a large North American pension plan investment manager. That same day, EDAC's board of directors received a joint letter dated
March 27, 2013
from MidOcean Associates SPC and Public Sector Pension Investment Board, or PSP, regarding MidOcean's and PSP's acquisition proposal.
The letter from MidOcean and PSP indicated that their joint proposal is subject only to confirmatory due diligence (which MidOcean and PSP indicated can be completed on a highly expedited basis) and the execution and delivery of a definitive merger agreement. The letter further stated that the proposal requires no further external approvals, that it is not subject to any financing contingencies and that MidOcean and PSP are prepared to negotiate a merger agreement and related agreements substantially similar to, and at least as favorable in the aggregate to EDAC as, those contained in the merger agreement that EDAC entered into on
March 17, 2013
with GB Aero Engine LLC and GB Aero Engine Merger Sub Inc. relating to the previously announced tender offer by GB Aero Engine Merger Sub Inc. to acquire all outstanding shares of common stock of EDAC at a price of
per share. The letter also indicated that MidOcean and PSP intend to provide customary equity commitment letters in an aggregate amount sufficient to fund the total offer price and merger consideration, any related fees and expenses (including any breakup fee payable to GB Aero Engine LLC under the merger agreement) and any required repayments of indebtedness of EDAC that becomes due and payable in connection with the closing of the transaction, as well as customary limited guarantees backstopping all payment obligations of the parties to a definitive merger agreement.
On the evening of
March 28, 2013
, EDAC's board of directors held a meeting to discuss, consider and obtain advice from its outside legal counsel and financial advisor regarding the unsolicited acquisition proposal from MidOcean and PSP. At this meeting, EDAC's board of directors determined (after consultation with its outside legal counsel and financial advisor), among other things, that the acquisition proposal from MidOcean and PSP would reasonably be expected to result in a superior proposal. After the meeting, EDAC informed GB Aero Engine LLC of this determination and of EDAC's intent to participate and engage in discussions and negotiations with MidOcean and PSP regarding their unsolicited acquisition proposal.
EDAC intends to engage in discussions with MidOcean and PSP promptly regarding their unsolicited acquisition proposal, and share non-public information with MidOcean and PSP, in order to more fully evaluate their proposal with a view to establishing whether it is a superior proposal.