SL Industries, Inc. Announces Plans to Acquire Ault Incorporated
19 Dicembre 2005 - 2:30PM
PR Newswire (US)
MT. LAUREL, N.J., Dec. 19 /PRNewswire-FirstCall/ -- SL INDUSTRIES,
INC. (Amex & PHLX: SLI) announced today that it has signed a
definitive agreement to acquire all of the outstanding shares of
common stock of Ault Incorporated (NASDAQ:AULT) (approximately
4,861,000 shares) for $2.90 per share in cash. Under the terms of
the definitive agreement, a wholly-owned subsidiary of SL
Industries will commence a cash tender offer to acquire all of
Ault's outstanding shares of common stock. Upon completion of the
tender offer, SL Industries will effect a merger between this
subsidiary and Ault in which the remaining Ault shareholders will
receive $2.90 per share in cash. In addition, SL Industries will
cash out Ault stock options with an exercise price of less than
$2.90 per share and all other outstanding options will be canceled.
The board of directors of Ault has unanimously approved the
acquisition and has voted to recommend that Ault's shareholders
accept the tender offer and tender their Ault shares. Following the
merger, Ault will become a wholly-owned subsidiary of SL
Industries. SL Industries expects to commence the tender offer on
or before December 23, 2005. Ault has agreed not to seek or solicit
other offers or proposals to acquire Ault, or to furnish any
non-public information or engage in discussions or negotiations in
connection therewith, except under certain limited circumstances.
Ault has also agreed to pay a break-up fee of $750,000 and to
reimburse SL Industries' expenses up to $500,000 if this
transaction is not consummated under certain circumstances. The
consummation of the transaction is subject to certain conditions,
including the valid tender in the tender offer of at least a
majority of the outstanding shares of common stock of Ault
excluding shares held by SL Industries. Commenting on the
transaction, James Taylor, Chief Executive Officer of SL
Industries, said: "We are very excited about Ault becoming part of
the SL Industries Power Electronics Group. Ault's broad customer
base, presence in the Asian market and complementary product lines
have tremendous strategic potential. The combination of the Condor
and Ault product lines will create the premier power supply
resource for the medical and other markets." NOTICE TO INVESTORS
This announcement is for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell
securities. The tender offer for the outstanding shares of Ault
common stock described in this announcement has not commenced. At
the time the offer is commenced, SL Industries' wholly owned
subsidiary will file a tender offer statement with the Securities
and Exchange Commission (SEC), and Ault will file a solicitation
and recommendation statement with respect to the offer. The tender
offer statement (including an offer to purchase, a related letter
of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important
information that should be read carefully before any decision is
made with respect to the tender offer. Those materials will be made
available to Ault's security holders at no expense to them. In
addition, all of those materials (and all other offer documents
filed with the SEC) will be available at no charge on the SEC's web
site (http://www.sec.gov/) or from Morrow & Co., Inc. by
calling 203-658-9400 or by email to . ABOUT SL INDUSTRIES SL
Industries, Inc. designs, manufactures and markets power
electronics, power motion, power protection, teleprotection and
communications equipment and systems that is used in a variety of
medical, aerospace, computer, datacom, industrial, telecom,
transportation and electric power utility equipment applications.
For more information about SL Industries, Inc. and its products,
please visit SL Industries' web site at
http://www.slindustries.com/. ABOUT AULT Ault is a leading
manufacturer of power conversion products and is a major supplier
to original equipment manufacturers of wireless and wire line
communications infrastructure, computer peripherals and handheld
devices, medical equipment, industrial equipment and
printing/scanning equipment. DATASOURCE: SL Industries, Inc.
CONTACT: Mike Verrechia of Morrow & Co., Inc. for SL
Industries, +1-203-658-9400, Web site: http://www.slindustries.com/
Copyright