ORLANDO, Fla., Feb. 29, 2016 /PRNewswire/ -- API
Technologies Corp. (NASDAQ:ATNY) ("API" or the "Company"), a
leading provider of high performance RF, microwave, millimeterwave,
power, and security solutions, today announced a definitive
agreement providing for the Company to be acquired by an affiliate
of private equity firm J. F. Lehman & Company ("JFLCO"), which
specializes in the aerospace, maritime and defense industries.
Under the terms of the agreement, a newly formed affiliate
of JFLCO will acquire all of the outstanding shares of API
Technologies' common stock for $2.00
per share in cash in a merger transaction. The cash consideration
represents a premium of approximately 98% to API's closing share
price on February 26, 2016 and a 74%
premium to its weighted average trading price over the trailing 30
days. The transaction is expected to close in the second fiscal
quarter of 2016.
Robert Tavares, President and
Chief Executive Officer of API, stated, "The acquisition of our
company by a JFLCO affiliate demonstrates support for the
strategies and tactics the leadership team has put in place over
the past twelve months. Under the new ownership, API will have
the liquidity and capital structure needed to execute on our
various business improvement and growth plans – creating a stronger
business for our customers and employees alike."
Louis Mintz, Partner at JFLCO,
added, "We're pleased to have API Technologies join our expanding
array of aerospace, defense, and maritime portfolio companies. We
believe API has tremendous potential given its strong product
portfolio and superior RF/microwave technology, and we look forward
to working with them to grow the business going forward."
Glenn Shor, Principal at JFLCO,
added, "Bob Tavares and the senior
management team have established an excellent platform in the
defense electronics market that aligns with our core investment
philosophies at JFLCO. We're excited to partner with the management
team to take advantage of the many opportunities in front of API
Technologies."
The agreement, which is subject to customary closing conditions,
including the expiration of early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act, was
unanimously approved by the Board of Directors of API Technologies,
and was approved by a written consent of the stockholders of API
Technologies holding a majority of API Technologies' outstanding
shares.
The Company has delayed filing of its Form 10-K for the year
ending November 30, 2015 with the
Securities and Exchange Commission (SEC) due to the timing of the
negotiations of the merger agreement. The Company intends to
file the Form 10-K promptly within the 15 day extension period
provided under SEC rules.
Jefferies LLC is acting as financial advisor and Wilson Sonsini Goodrich & Rosati,
Professional Corporation, is acting as legal advisor to API
Technologies.
About API Technologies Corp.
API Technologies (NASDAQ:
ATNY) is an innovative designer and manufacturer of high
performance systems, subsystems, modules, and components for
technically demanding RF, microwave, millimeterwave,
electromagnetic, power, and security applications. A
high-reliability technology pioneer with over 70 years of heritage,
API Technologies products are used by global defense, industrial,
and commercial customers in the areas of commercial aerospace,
wireless communications, medical, oil and gas, electronic warfare,
unmanned systems, C4ISR, missile defense, harsh environments,
satellites, and space. Learn more about API Technologies and our
products at www.apitech.com.
Safe Harbor for Forward Looking Statements
Except for
statements of historical fact, the information presented herein
constitutes forward-looking statements. All forward-looking
statements are subject to certain risks, uncertainties and
assumptions which may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements. These risks and uncertainties
include but are not limited to, the risk that the conditions to
closing of the merger are not satisfied or that the merger
agreement is terminated; general economic and business conditions,
including without limitation, reductions in government defense
spending; government regulations; our ability to integrate and
consolidate our operations; our ability to expand our operations in
both new and existing markets; and the ability of our review of
strategic alternatives to maximize stockholder value. Should one or
more of these risks or uncertainties materialize, or should the
assumptions prove incorrect, actual results may vary in material
aspects from those currently anticipated. The forward-looking
statements in this news release should be read in conjunction with
the more detailed descriptions of the above factors located in our
Annual Report on Form 10-K under Part I, Item 1A "Risk Factors,"
and our Quarterly Reports on Form 10-Q under Part II, Item 1A "Risk
Factors" as well as those additional factors we may describe from
time to time in other filings with the Securities and Exchange
Commission. All information in this release is as of the date
hereof. We undertake no duty to update any forward-looking
statement to conform the statement to actual results or changes in
the Company's expectations. Except as required by law, the Company
assumes no obligation to update or revise any forward-looking
statements in this press release, whether as a result of new
information, future events, or otherwise.
Contacts:
Eric F. Seeton, Chief Financial
Officer
+1 855-294-3800
investors@apitech.com
Chris Witty, Investor
Relations
+1 646-438-9385
cwitty@darrowir.com
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SOURCE API Technologies Corp.