Langer, Inc. Announces the Acquisition of Twincraft Inc.
14 Noviembre 2006 - 7:46AM
PR Newswire (US)
NEW YORK, Nov. 14 /PRNewswire-FirstCall/ -- Langer, Inc. (Nasdaq:
GAIT, "Langer" or the "Company") today announced that it has signed
a definitive agreement to purchase the outstanding stock of
Twincraft Inc. ("Twincraft"), a leading private label manufacturer
of specialty bar soap focused on the health and beauty, amenities,
mass and direct marketing channels. Founded in 1971, Twincraft
employs approximately 200 people in manufacturing and warehousing
facilities in Winooski and Essex Junction, Vermont. Upon completion
of the transaction, Twincraft President and CEO Peter Asch, who is
also a principal stockholder of Twincraft, is expected to join the
Board of Directors of Langer and become a significant shareholder
in the Company. It is also expected that Twincraft management and
operations will remain in its Vermont locations after the closing
of the transaction. Twincraft generated revenues of approximately
$27.1 million for the fiscal year ended December 31, 2005, and for
the nine month period ended September 30, 2006 generated revenues
of approximately $20.7 million compared to revenues of $19.3
million in the comparable prior year period, an increase of
approximately 7.3%. The purchase price for the transaction is
approximately $26.7 million, the transaction is expected to close
in the first quarter of 2007 and is expected to be immediately
accretive to earnings per share. The transaction is expected to be
funded through the payment of approximately $22.7 million of cash
paid at closing and through the issuance of shares of common stock
based on upon a price of $4.00 per share, subject to certain post
closing purchase price adjustments based on an audit of fiscal 2006
operating performance and working capital levels at closing. The
selling shareholders of Twincraft may also be entitled to earnout
payments over the next two years based on operating performance in
fiscal 2007 and fiscal 2008. In connection with the transaction,
the Company expects to put in place permanent senior debt and
intends to seek additional junior debt and/or equity financing to
fund the cash portion of the purchase price. Gray Hudkins, Langer's
President and CEO commented, "We are pleased to announce the
acquisition of Twincraft as the next step in our strategy of
acquiring businesses to expand the product scope of our skincare
business into additional personal care categories. The combination
with Twincraft is not only expected to increase the scale of our
business as a whole, but also allows us to expand our presence in
the markets in which Twincraft operates. Pete Asch and his
management team have built a strong business, and we are excited
about working with them to grow the business in the future. This
transaction is expected to create an expanded personal care
platform through which we expect to pursue follow-on acquisitions
that are consistent with the strategy we have previously
articulated. Additionally, we look forward to welcoming Pete to the
Company's Board of Directors." Peter Asch, Twincraft's President
and CEO added, "Twincraft has been a family owned business for over
thirty years, and we are excited about joining forces with Langer.
We believe there are exciting opportunities to leverage each
company's strengths to augment the growth of our skincare and
personal care businesses, and we expect the combination with Langer
will provide us with the access to capital to evolve our business
to the next level. We believe we share a common strategic vision
with Gray and his team and we look forward to working together to
grow the Company through organic growth initiatives as well as
selected acquisitions." Langer management expects to hold a
conference call in connection with the release of its results for
the third quarter and will comment further on the transaction at
that time. Langer, Inc., together with its wholly owned subsidiary
Silipos Inc., is a leading provider of high quality medical
products targeting the orthopedic, orthotic and prosthetic markets.
In addition, the Company offers a diverse line of skincare products
for the medical and therapeutic markets. The Company sells its
products primarily in the U.S. and Canada as well as in more than
30 other countries to national, regional, international and
independent medical distributors and directly to healthcare
professionals. Langer is based in Deer Park, New York and has
additional manufacturing facilities in Niagara Falls, NY, Brea,
California, Montreal, Canada, Stoke-on-Trent, UK as well as sales
and marketing offices in Toronto, Canada and New York, New York.
Certain matters discussed in this press release constitute
forward-looking statements that involve risks and uncertainties
that could cause results to differ materially from those projected.
The Company may use words such as "anticipates," "believes,"
"plans," "expects," "intends," "future" and similar expressions to
identify forward-looking statements. These risks and uncertainties,
related to both ongoing operations as well as acquisitions, are
described in the Company's filings with the Securities and Exchange
Commission, including the Company's Registration Statement on Form
S- 1, its 2006 Form 10-K and most recently filed Form 10-Qs and
Form 8-Ks. No assurance can be given that future results covered by
the forward-looking statements will be achieved. Such
forward-looking statements include, but are not limited to, those
relating to Langer's financial and operating prospects, future
opportunities, Langer's ability to identify suitable companies as
acquisition or merger targets, Langer's ability to close and
successfully integrate acquired companies and assets, Langer's
ability to obtain financing to fund its acquisition program, the
outlook of customers, and the reception of new products,
technologies and pricing. DATASOURCE: Langer, Inc. CONTACT: W. Gray
Hudkins, President and CEO of Langer, Inc., +1-212-687-3260 Web
site: http://www.langerinc.com/
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