Hi-Shear Technology Corporation Signs Merger Agreement
16 Septiembre 2009 - 8:13AM
Business Wire
Hi-Shear Technology Corporation (NYSE Amex: HSR) today announced
that it has entered into a definitive merger agreement with
Chemring Group PLC (LSE: CHR), whereby Chemring will acquire
Hi-Shear in an all cash transaction valued at approximately $132.0
million.
The board of directors of Hi-Shear approved the transaction with
Chemring, based, in part, upon the recommendation of a special
committee of the board that was established to consider strategic
alternatives. Under the terms of the merger agreement, upon
consummation of the transaction, Hi-Shear stockholders will receive
an amount in cash equal to $19.18 per share of Hi-Shear’s
outstanding common stock, which represents a premium of 61.4% over
Hi-Shear’s closing stock price on September 15, 2009. The
transaction is subject to customary closing conditions, including
approval of the transaction by Hi-Shear’s stockholders and the
expiration or termination of applicable waiting periods under the
Hart-Scott Rodino Antitrust Improvement Act of 1976, and is
expected to be completed in the fourth quarter of 2009.
“We are extremely pleased to join the Chemring Group. This
combination of two well-known and respected companies worldwide
will provide enhanced and increased capabilities and resources to
better serve our loyal customers. The transaction has a strong
strategic basis and supports Hi-Shear’s commitment to both our
stockholders and our customers,” stated George Trahan, Hi-Shear’s
Chairman and CEO.
In connection with the transaction, Lazard served as financial
advisor to the Special Committee of the Board of Directors of
Hi-Shear and Gibson, Dunn & Crutcher LLP served as its legal
counsel.
About Hi-Shear
Hi-Shear Technology Corporation provides pyrotechnic,
mechanical, and electronic products to prime aerospace customers
for use in aerospace and defense markets where safety, performance
and high reliability are essential. It develops and produces
advanced systems and products that are primarily used worldwide in
space satellites, launch vehicles, national defense, and government
programs.
About Chemring
Chemring, with 2008 revenues of £354.2 million, is a global
company that specializes in the manufacture of energetic material
products and decoy countermeasures. Chemring provides solutions for
highly demanding customer requirements in defense, security and
safety markets. Chemring is a world-leading defense company
involved in critical defense development programs in the UK, US,
Europe and Australia. Chemring’s capabilities to provide solutions
to customer requirements are based on its core competencies in: (i)
energetic materials, (ii) high reliability and safety and (iii)
volume manufacturing. Chemring is built on a hundred-year history
of innovation and development and currently employs over 3000
people in the UK, US, France, Germany, Italy, Norway, Spain and
Australia. Chemring sells to over 80 countries and its end-users
include the military services, security forces and commercial
marine operators.
This release contains forward-looking statements that involve
risks and uncertainties. The forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Actual results could differ
materially from those projected in the forward-looking statements
as a result of certain risk factors, including but not limited to:
(i) adverse changes in general economic or market conditions;
(ii) the satisfaction of closing conditions, including the
receipt of Hi-Shear’s stockholder approval and regulatory
approvals, in connection with the proposed transaction;
(iii) fluctuations in Hi-Shear’s operating results and risks
associated with trading of Hi-Shear’s stock; (iv) war or acts
of terrorism; (v) the ability to attract and retain highly
qualified employees; (vi) changes in government laws and
regulations; and (vii) other one-time events and other
important factors disclosed previously and from time to time in
Hi-Shear’s filings with the U.S. Securities and Exchange Commission
(the “SEC”). Except as required by law, Hi-Shear disclaims any
obligation to update any such forward-looking statements after the
date of this release.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
In connection with the proposed transaction with Chemring,
Hi-Shear intends to file a proxy statement and other relevant
documents concerning the transaction with the SEC. STOCKHOLDERS
OF HI-SHEAR ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION.
Investors and security holders will be able to obtain free
copies of the proxy statement and other documents filed with the
SEC by Hi-Shear through the web site maintained by the SEC at
www.sec.gov. Free copies of
the proxy statement, when available, and Hi-Shear’s other filings
with the SEC also may be obtained on Hi-Shear’s website at
www.hstc.com or by directing a request to Investor Relations at
(310) 784-2100.
Hi-Shear, and its directors and executive officers, may be
deemed to be participants in the solicitation of proxies from
Hi-Shear’s stockholders at Hi-Shear’s upcoming Special Meeting of
Stockholders with respect to the transaction with Chemring.
Information regarding Hi-Shear’s directors and executive officers
is contained in Hi-Shear’s definitive proxy statement filed with
the SEC on September 9, 2009 for its 2009 Annual Meeting of
Stockholders. As of September 15, 2009, Hi-Shear’s directors
and executive officers beneficially owned (as calculated in
accordance with SEC Rule 13d-3) in the aggregate approximately
2,489,140 shares, or 36.4%, of Hi-Shear’s common stock. Additional
information regarding the interests of such participants will be
included in the proxy statement relating to the upcoming Special
Meeting of Stockholders that will be filed with the SEC and
available free of charge as indicated above. You can obtain free
copies of these documents as set forth above.
For more information regarding this release or general
information about the company contact Ms. Linda A. Nespole, (310)
784-7821.
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