Aldila, Inc. Announces Stockholder Approval Of Merger
POWAY, Calif., Dec. 28, 2012 /PRNewswire/ — ALDILA, INC. (OTCQX:ALDA) today announced the approval by Aldila stockholders of the previously announced merger with Mitsubishi Rayon America, Inc. (“MRA”).
A special meeting of the Aldila stockholders of record as of November 21, 2012 was held at Aldila’s headquarters in Poway, California on December 27, 2012. A total of 3,788,047 shares Aldila Common Stock were present at the meeting in person or by proxy. The stockholders voted to approve the proposed merger by a vote of 3,526,176 voting in favor and 251,018 against. The votes in favor represent 93.09% of the votes cast at the meeting, and 64.24% of the total issued and outstanding shares of Common Stock. Approval of the proposed merger was the only item considered at the meeting. Aldila’s directors, senior officers, and certain other stockholders, who collectively held 2,274,378 shares, or approximately 41%, of Aldila’s issued and outstanding Common Stock entered into a Voting Agreement with MRA and had committed to voting their shares in support of the Merger Agreement.
“We are pleased to see this step completed and look forward to concluding the merger process. In the absence of unexpected regulatory or other issues, we anticipate closing the approved transaction in the first quarter of 2013. We continue to be excited about Aldila’s future as part of a world class advanced composite materials company that is fully integrated from the base raw material acrylonitrile, precursor, carbon fiber and prepreg materials,” said Peter Mathewson, Aldila’s CEO.
On December 4, 2012 Aldila announced it had signed a merger agreement (the “Merger Agreement”) with MRA. The Merger Agreement provides that upon the effectiveness of the merger, Aldila’s stockholders will receive cash consideration of $4.00 per share, representing a total purchase price of approximately $22 million for Aldila’s common shares and a premium of 60% above Aldila’s share price of $2.50 at the close of trading on December 3, 2012.
The Merger Agreement provides for the merger of Aldila with a wholly-owned subsidiary of MRA. In the merger Aldila will continue as the surviving corporation and will become a wholly-owned subsidiary of MRA. MRA is a wholly-owned subsidiary of Mitsubishi Rayon Co., Ltd. (“MRC”) and part of the Mitsubishi Chemical Holdings Corporation group. The Merger Agreement is subject to customary closing conditions, including applicable government and regulatory filings and approvals. The merger will close once the shareholders approve the merger and the other closing conditions are satisfied.
Aldila’s Board of Directors (“Board”) had unanimously approved the merger and recommended Aldila’s stockholders approve it as well. The Merger Agreement was the culmination of a strategic review undertaken by Aldila and its exclusive financial advisor, B. Riley & Co. The Board concluded a merger was in the best interest of Aldila and its stockholders because joining with MRC will better enable Aldila to capitalize on Aldila’s business opportunities offered by the growing demand for carbon fiber based materials in a number of industries. The merger will allow Aldila to leverage MRC’s resources to more effectively take advantage of the business opportunities open to Aldila.
Aldila, Inc. is one of the world’s largest manufacturers of carbon fiber shafts. Aldila, Inc. is a designer, manufacturer and marketer of carbon-based composite products and materials used in various end markets. Aldila’s competencies are the development of carbon-based composites and the implementation of manufacturing processes that support the commercialization of these composites. Aldila is a vertically-integrated supplier of composites across three primary end markets: carbon-based pre-impregnated composite fibers, graphite golf shafts and archery products.
You may find additional information about Aldila’s business, financial results and operations in Aldila’s annual report and quarterly reports, on Aldila’s website at www.aldila.com and on the OTCQX.com website. Aldila’s annual report to stockholders for the fiscal year ended December 31, 2011, and quarterly reports through the quarter ended September 30, 2012, have been filed with the OTCQX and are available on Aldila’s website and on the OTCQX.com website.
Mitsubishi Rayon America Inc. is a wholly owned subsidiary of Mitsubishi Rayon Co., Ltd. MRA’s business is centered around MMA (methyl methacrylate) and AN (acrylonitrile) business complexes as basic raw materials and finished products. For more information, visit http://www.mrany.com.
Mitsubishi Rayon Co., Ltd. is a wholly owned subsidiary of Mitsubishi Chemical Holdings Corporation. MRC’s business is centered around areas of chemical and plastics, fibers, carbon fibers and composite materials, and aqua businesses. For more information, visit
This press release contains forward-looking statements based on Aldila’s expectations as of the date of this press release. These statements necessarily reflect assumptions that Aldila makes in evaluating its expectations as to the future. Forward-looking statements are necessarily subject to risks and uncertainties, including those relating to the closing of the proposed merger. Aldila’s actual future performance and results could differ from that contained in or suggested by these forward-looking statements as a result of a variety of factors. Aldila’s filings with the Securities and Exchange Commission (for filings prior to its move to OTCQX U.S. Premier) and OTC Disclosure and News Service present a detailed discussion of the principal risks and uncertainties related to Aldila’s future operations. In particular the Annual Report for the year ended December 31, 2011, and Quarterly Reports and Current Reports, discuss Aldila’s business, financial condition, and risk factors. All of the foregoing reports may be obtained on the OTCQX U.S. Premier website, which can be found at www. OTCQX.com, or at Aldila’s website, www.aldila.com.
SOURCE Aldila, Inc.