TAT Technologies Ltd. and Limco-Piedmont Inc. Announce Merger
03 Aprile 2009 - 3:45PM
PR Newswire (US)
GEDERA, Israel, April 3 /PRNewswire-FirstCall/ -- TAT Technologies
Ltd. (NASDAQ:TATTF) and Limco-Piedmont Inc. (NASDAQ:LIMC) today
announced that they have entered into a definitive agreement and
plan of merger pursuant to which TAT (which presently owns 61.8% of
Limco's common stock) will acquire all of the publicly held shares
of common stock of Limco pursuant to a stock for stock merger.
Under the terms of the merger agreement, Limco's stockholders will
receive one half of an ordinary share of TAT for each share of
Limco common stock they own. The exchange ratio in the transaction
represents a premium of 12% to Limco's closing share price on April
2, 2009 (the day before the announcement of the merger). It also
represents a premium of 24.3% to Limco's last 20 day volume
weighted average stock price on the Nasdaq global market. Following
the merger, the former Limco stockholders (excluding TAT) will own
approximately 27.8% of the ordinary shares of TAT. It is also
anticipated that following the merger TAT Industries Ltd., the
controlling stockholder of TAT, which holds approximately 59% of
the ordinary shares of TAT, will own approximately 42% of the
ordinary shares of TAT and Isal Investment Ltd., the beneficial
owner of 71% of the ordinary shares of TAT (through its control in
TAT Industries Ltd.) will be the beneficial owner of approximately
51% of the ordinary shares of TAT. The transaction is subject to
approval of Limco's stockholders and other customary closing
conditions. TAT, which holds 61.8% of Limco's outstanding common
stock, has advised Limco's board that it intends to vote for
approval and adoption of the merger. Accordingly, such approval and
adoption is assured. Approval of the merger by TAT's shareholders
is not required. It is anticipated that the closing of the merger
will occur in the second or third quarter of 2009. Upon
consummation of the merger, Limco will operate as a wholly-owned
subsidiary of TAT, maintaining its current management. Giora Inbar,
Chairman of TAT said: "The merger will provide the public
stockholders of Limco with an equity interest in a more diversified
company with a larger public float and listing on dual markets
(Nasdaq and TASE). In addition, the combined company will no longer
have to pay the considerable legal, accounting and other costs
resulting from both the parent (TAT) and its majority owned
subsidiary (Limco) being public companies." The merger agreement
was negotiated on behalf of Limco by a special committee of its
board of directors, composed entirely of independent directors, who
were advised by Oppenheimer & Co as financial advisor and by
Proskauer Rose LLP as legal advisor. The board of directors and the
special committee of Limco unanimously approved the merger as did
the board of directors of TAT. About the Companies Limco-Piedmont
Inc. provides maintenance, repair and overhaul, or MRO, services
and parts supply services to the aerospace industry.
Limco-Piedmont's Federal Aviation Administration certified repair
stations provide aircraft component MRO services for airlines, air
cargo carriers, maintenance service centers and the military.
Limco-Piedmont specializes in MRO services for components of
aircraft, such as heat transfer components, auxiliary power units,
propellers, landing gear and pneumatic ducting. In conjunction with
Limco-Piedmont's MRO services, Limco-Piedmont is also an original
equipment manufacturer of heat transfer equipment for airplane
manufacturers and other related products. Limco-Piedmont's parts
services division offers inventory management and parts services
for commercial, regional and charter airlines and business aircraft
owners. TAT Technologies Limited provides a variety of services and
products to the aerospace industry under three operational
segments: (i) OEM products (ii) MRO services and (iii) parts, each
with the following characteristics: Our OEM activities primarily
relate to the (i) design, development, manufacture and sale of a
broad range of heat transfer components (such as heat exchangers,
pre-coolers and oil/fuel hydraulic coolers) used in mechanical and
electronic systems on-board commercial, military and business
aircraft; (ii) manufacture and sell other environmental control and
cooling systems and a variety of other electronic and mechanical
aircraft accessories and systems such as pumps, valves, power
systems and turbines; and (iii) design, development, manufacture
and sale of a broad range of electrical motor applications for
airborne and ground systems Our MRO services include the
remanufacture, overhaul and repair of heat transfer equipment and
other aircraft components, APUs, propellers and landing gear. Our
Limco-Piedmont subsidiary operates four FAA certified repair
stations, which provide aircraft component MRO services for
airlines, air cargo carriers, maintenance service centers and the
military. Our parts segment focuses on the sale of APU parts
propellers and landing gear. We offer parts services for
commercial, regional and charter airlines and business aircraft
owners. Additional Information In connection with the proposed
merger, Limco and TAT intend to file materials relating to the
transaction with the SEC, including a registration statement of
TAT, which will include a prospectus of TAT and a proxy statement
of Limco. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY
READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
AND ANY OTHER MATERIALS REGARDING THE PROPOSED MERGER WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT TAT, LIMCO AND THE PROPOSED TRANSACTION. INVESTORS AND
SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND OTHER DOCUMENTS
FILED WITH THE SEC AT THE SEC'S WEBSITE AT http://www.sec.gov/. THE
DEFINITIVE PROXY STATEMENT/ PROSPECTUS AND SUCH OTHER DOCUMENTS MAY
ALSO BE OBTAINED FOR FREE BY DIRECTING A REQUEST TO MARY DOWDY,
CHIEF FINANCIAL OFFICER AT 918-445-4331. Safe Harbor for
Forward-Looking Statements This press release contains
forward-looking statements that are subject to risks and
uncertainties. The forward-looking statements relate to the planned
merger, including the reasons and timing of such transaction. These
forward-looking statements involve risks and uncertainties that
could cause Limco's and TAT's results to differ materially from
management's current expectations. Such risks and uncertainties
include, but are not limited to, the risk that we are not able to
realize the benefits expected from the merger. In addition, other
risks that Limco and TAT face in running their operations include,
but are not limited to, general business conditions in the airline
industry, changes in demand for their services and products, the
timing and amount or cancellation of orders, the price and
continuity of supply of component parts used in their operations,
and other risks detailed from time to time in the companies'
filings with the Securities Exchange Commission, including with
respect to Limco, its Annual Report on Form 10-K and its Quarterly
Reports on Form 10-Q and with respect to TAT, its annual report on
form 20-F and its periodic reports on form 6-K. These documents
contain and identify other important factors that could cause
actual results to differ materially from those contained in the
foregoing forward-looking statements. Stockholders and other
readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on
which they are made. We undertake no obligation to update publicly
or revise any forward-looking statement. Contact: Yaron Shalem CFO
TAT Technologies Ltd Tel: +972-(0)8-8628503 DATASOURCE: TAT
Technologies Ltd CONTACT: ontact: Yaron Shalem CFO TAT Technologies
Ltd Tel: +972-(0)8-8628503
Copyright
Grafico Azioni Tat Technologies (NASDAQ:TATTF)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Tat Technologies (NASDAQ:TATTF)
Storico
Da Giu 2023 a Giu 2024