International Absorbents Announces Entry Into Arrangement Agreement With Kinderhook Industries LLC
15 Diciembre 2009 - 8:27AM
PR Newswire (US)
FERNDALE, Wash., Dec. 15 /PRNewswire-FirstCall/ -- International
Absorbents Inc. ("IAX" or the "Company") (NYSE Euronext: IAX), a
leading developer and producer of environmentally friendly pet care
and industrial products, announced today that it has entered into a
definitive arrangement agreement under which an affiliate of
Kinderhook Industries LLC has agreed to acquire all of the
outstanding common shares of IAX for cash at a price of US$4.75 per
share. The transaction is expected to be completed in April 2010,
subject to approval by IAX's shareholders of the definitive
arrangement agreement and the transactions contemplated thereby,
certain regulatory approvals and the satisfaction of certain
closing conditions. The transaction is not subject to any financing
condition. The US$4.75 per share cash consideration represents a
18.2% premium over the closing price of the shares on December 14,
2009, the last trading day prior to public announcement of the
transaction, and a 22.6% premium over the volume weighted average
price of the shares over the last 20 trading days. A strategic
alternatives committee consisting of IAX's independent directors
evaluated the strategic alternatives available to IAX and
unanimously recommended the proposed arrangement. Based upon the
recommendation of the committee, the Company's board of directors,
with Gordon Ellis abstaining, approved the proposed acquisition and
recommended that the shareholders vote in favour of the definitive
arrangement agreement and the transactions contemplated thereby.
Both the committee and the board of directors made their
recommendations with the benefit of input from the committee's
legal and financial advisors. CapitalWest Partners, the financial
advisor to the committee and the board of directors, delivered an
opinion to the committee, subject to certain assumptions and
limitations described therein, that the transaction is fair, from a
financial point of view, to shareholders of IAX. "The proposed
acquisition reflects a significant premium and a strong value for
shareholders and provides an excellent liquidity opportunity that
the board of directors enthusiastically supports," said Michael
Bentley, chair of IAX's strategic alternatives committee. Mr.
Bentley added, "The management of the Company is to be commended
for their productive work that has led to this shareholder
opportunity." "We are excited to partner with IAX management to
accelerate the growth of IAX's market share and profits. We
especially look forward to identifying opportunities to work
together with existing Kinderhook portfolio companies to expand
sales. IAX is a dominant industry player and we are looking forward
to being a part of its continued success," said Tom Tuttle,
Managing Director of Kinderhook Industries. IAX Acquisition
Corporation, through its wholly owned subsidiary, IAX Canada
Acquisition Company Inc., will acquire all of IAX's outstanding
common shares through a plan of arrangement under the laws of
British Columbia. IAX Acquisition Corporation is a newly formed
acquisition company established by Kinderhook Industries LLC. IAX
plans to file with the US Securities and Exchange Commission (the
"SEC") and furnish to its shareholders a proxy statement in
connection with the proposed arrangement. The proxy statement will
contain important information about the proposed arrangement and
related matters. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE
PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. Investors and
shareholders will be able to obtain free copies of the proxy
statement and other documents filed with the SEC by IAX through the
web site maintained by the SEC at http://www.sec.gov/. In addition,
investors and shareholders will be able to obtain free copies of
the proxy statement from IAX by contacting David Thompson,
Corporate Secretary by telephone at (604) 681-6181, or by mail at
International Absorbents Inc., Investor Relations, 1569 Dempsey
Road, North Vancouver, British Columbia V7K 1S8 Canada. IAX and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from IAX shareholders in connection
with the proposed arrangement. Information regarding the interests
of these directors and executive officers in the transaction will
be included in the proxy statement described above. Additional
information regarding these directors and executive officers is
also included in IAX's proxy statement for its 2009 Annual Meeting
of Shareholders, which was filed with the SEC on May 18, 2009. This
document is available free of charge at the SEC's web site at
http://www.sec.gov/, and from IAX by contacting David Thompson,
Corporate Secretary by telephone at (604) 681-6181, or by mail at
International Absorbents Inc., Investor Relations, 1569 Dempsey
Road, North Vancouver, British Columbia V7K 1S8 Canada, or by going
to IAX's Proxy Materials page on its corporate web site at
http://www.absorbent.com/. About International Absorbents Inc
International Absorbents Inc. develops, manufactures and markets
patented and proprietary cost-effective consumer and commercial
products derived from recycled, renewable materials. These
environmentally safe products outperform conventional products used
in a broad range of consumer and industrial applications, including
retail/commercial pet bedding and litter, oil and hazardous liquid
spill cleanup and control, oil/water filtration, and packaging. The
Company's shares are listed on the NYSE Euronext under the symbol
IAX. Further information is available at http://www.absorbent.com/.
About Kinderhook Industries LLC Kinderhook Industries LLC is a New
York based private equity firm with $600 million of committed
capital. Kinderhook's investment philosophy is based on partnering
with exceptional management and adding the firm's operating partner
network and capital across a variety of industries to support
growth of smaller middle-market companies throughout North America.
For additional information, visit http://www.kinderhook.com/.
Cautionary Statement Regarding Forward-Looking Statements A number
of the matters discussed in this press release that are not
historical or current facts that deal with potential future
circumstances and developments, including, without limitation,
statements referring to the ability of the parties to satisfy the
closing conditions and consummate the proposed arrangement, are
forward-looking statements. The words "believe," "expect,"
"intend," "estimate," "assume" and "anticipate," variations of such
words and similar expressions identify forward-looking statements,
but their absence does not mean that a statement is not
forward-looking. The discussion of such matters is qualified by the
inherent risks and uncertainties surrounding future expectations
generally, and it is important to note that actual results could
differ materially from those projected due to various risk factors,
including the risk that the transaction does not close or that the
closing is delayed. Additional information concerning factors that
could cause actual results to differ materially from those in the
forward-looking statements is contained from time to time in the
Company's reports filed with the SEC, including, but not limited
to, the Company's annual report on Form 10-K for the fiscal year
ended January 31, 2009 and its quarterly reports on Form 10-Q. This
press release speaks only as of its date, and the Company disclaims
any duty to update the information herein. Contact: Investor
Relations, Chuck Tait, 1-866-514-6559, DATASOURCE: International
Absorbents Inc. CONTACT: Chuck Tait, Investor Relations of
International Absorbents Inc., 1-866-514-6559, Web Site:
http://www.kinderhook.com/ http://www.absorbent.com/
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