William H. Sadlier, Inc. Completes Merger with Cauldron Group Inc.
09 Noviembre 2009 - 4:51PM
PR Newswire (US)
NEW YORK, Nov. 9 /PRNewswire-FirstCall/ -- William H. Sadlier, Inc.
("Sadlier") (Pink Sheets: SADL), a leading publisher of educational
and catechetical materials, today announced that the merger of
Cauldron Group Inc. ("Cauldron") into Sadlier was completed as
contemplated. The merger became effective on October 28, 2009 with
the filing of a certificate of merger with the State of New York.
Sadlier is the surviving corporation. Cauldron, which has ceased to
exist, had been the owner of more than 50% of Sadlier's common
stock. The merger, which is expected to be treated as a tax-free
reorganization, was approved by the stockholders and board of
directors of both Cauldron and the Sadlier. Pursuant to the plan of
merger, each share of Cauldron common stock has been converted into
one share of Sadlier common stock. The shareholders of Sadlier were
not diluted as a result of the merger. The merger was effected to
increase the liquidity available to the former stockholders of
Cauldron by providing them with direct ownership of the common
stock of Sadlier. The former stockholders of Cauldron have entered
into a shareholders' agreement pursuant to which certain
irrevocable proxies are granted to Frank S. Dinger, Jr. and William
S. Dinger, Sr. and which limits the transferability of some of
their shares in Sadlier. Frank S. Dinger, Jr. and William S.
Dinger, Sr. stated "We are happy to announce that William H.
Sadlier, Inc. has solidified its position as a 'Family Company' by
merging with Sadlier's largest shareholder, Cauldron Group Inc.
(owned by members of the Sadlier Dinger family). This transaction
strengthens Sadlier's position as a respected family-owned
publisher of print and online educational materials for schools,
and of catechetical materials for Catholic schools and parish
communities. Rest assured that Sadlier's tradition of quality and
excellence in publishing since 1832 will continue to be nurtured by
the vision, integrity, and dedication of the Sadlier Dinger
family." About Sadlier William H. Sadlier, Inc. is a recognized and
respected publisher of print and online educational materials for
public and nonpublic schools, and catechetical materials for
Catholic schools and parish communities. Since 1832, Sadlier's
tradition of quality and excellence in publishing has been nurtured
by the vision, integrity and dedication of the same family. About
Cauldron Cauldron Group Inc., which ceased to exist upon its merger
with and into William H. Sadlier, Inc., had been a holding company
whose principal asset was the shares of common stock of Sadlier.
Cauldron had no business operations. The statements contained in
this press release contain certain forward-looking statements,
including statements regarding Sadlier's expectations, intentions,
strategies, and beliefs regarding the future. All statements
contained herein are based upon information available to Sadlier's
management as of the date hereof and actual results may vary based
upon future events, both within and without the control of
Sadlier's management. DATASOURCE: William H. Sadlier, Inc. CONTACT:
Lawrence Danziger, Sadlier's Treasurer, +1-212-312-6120, .
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