CFC International, Inc. Announces Plans to be Acquired by Quad-C Management, Inc.
January 09 2006 - 4:00PM
PR Newswire (US)
CHICAGO HEIGHTS, Ill., Jan. 9 /PRNewswire-FirstCall/ -- Worldwide
holographic and specialty coated film manufacturer, CFC
International, Inc. (NASDAQ:CFCI) today announced that it has
entered into a definitive Merger Agreement to be acquired by an
affiliate (the "Buyer") of Quad-C Management, Inc., a private
equity firm. Under the terms of the Merger Agreement dated January
9, 2006, the Buyer will acquire all of the outstanding common stock
of CFC for $16.75 in cash per share, which represents an
approximate 18% premium to the average trading price of CFC's stock
over the last five days. The board of directors of CFC unanimously
approved the Merger Agreement and recommended approval by its
stockholders. Roger F. Hruby, the majority stockholder of CFC, has
agreed to execute a written consent approving the merger. As a
result, no further stockholder action will be required to adopt the
Merger Agreement or approve the merger. CFC will distribute an
information statement to its stockholders describing the Merger
Agreement and the merger as promptly as practicable. CFC was
advised on the transaction by Lincoln Partners, LLC. CFC's board of
directors received the opinion of Houlihan Lokey Howard & Zukin
Financial Advisors, Inc., that the consideration to be received by
public stockholders of the Company in the transaction is fair to
them from a financial point of view. The closing of the merger is
subject to the satisfaction of various conditions, including the
expiration of the applicable waiting period under the
Hart-Scott-Rodino Act, the filing of the information statement with
the Securities and Exchange Commission, the distribution of the
information statement to CFC's stockholders, the absence of
dissenting stockholders above a stated threshold and the completion
of financing arrangements by the Buyer. The closing of the Merger
Agreement is expected to occur in the first quarter of 2006. Roger
F. Hruby, Chairman of CFC, said, "We are pleased to have reached an
agreement with Quad-C Management which provides an attractive
liquidity for our shareholders. We also are enthusiastic about the
opportunities presented to CFC by joining forces with Quad-C
Management and believe that the proposed transaction is in the best
interests of our employees and our customers." About CFC
International, Inc. CFC International, Inc. formulates,
manufactures and sells chemically- complex, transferable,
multi-layer coatings for use in many diversified markets, such as
holographic packaging and authentication seals, furniture and
building products, pharmaceutical products and transaction cards
(including credit cards, debit cards, ATM cards and access cards),
and intaglio printing. With manufacturing facilities in Chicago
Heights and Countryside, Illinois and Goppingen, Germany, and sales
offices in the United Kingdom and France, CFC's products are sold
to more than 1,000 active customers worldwide. For more information
visit CFC's website at http://www.cfcintl.com/. About Quad-C
Management, Inc. Quad-C Management, Inc. is a middle-market
private-equity firm with over $2 billion of assets under
management. Founded in 1989, Quad-C has invested in 35 platform
companies with aggregate sales in excess of $3 billion and has
completed more than 100 transactions since its inception. You can
read more about Quad-C on their website at
http://www.quadcmanagement.com/. CFC's "Safe Harbor" Statement
under Private Securities Litigation Reform Act of 1995 Statements
made in this press release, including those relating to the
expected effects, timing and completion of the proposed transaction
and all other statements in this release other than historical
facts, constitute forward-looking statements and are made pursuant
to the safe harbor provisions of the Securities Reform Act of 1995.
Such statements involve risks and uncertainties which may cause
results to differ materially from those set forth in those
statements. Among other things, continued unfavorable economic
conditions may impact market growth trends or otherwise impact the
demand for the company's products and services; competition from
existing and new competitors and producers of alternative products
will impact the company's ability to penetrate or expand its
presence in new or growing markets; uncertainties relating to the
company's ability to develop and distribute new proprietary
products to respond to market needs in a timely manner may impact
the company's ability to exploit new or growing markets; the
company's ability to successfully identify and implement
productivity improvements and cost reduction initiatives may impact
profitability; and risks inherent in international operations,
including possible economic, political or monetary instability, may
impact the level and profitability of the company's foreign sales.
In addition to the factors set forth in this release, the economic,
competitive, governmental, technological and other factors
identified in the company's filings with the Securities and
Exchange Commission, could affect the forward looking statements
contained in this press release. We may not be able to complete the
proposed transaction on the terms summarized above or other
acceptable terms, or at all, due to a number of factors, including
the failure to obtain regulatory approvals or to satisfy other
customary closing conditions or Buyer's failure to obtain required
financing. We have no obligation to revise or update these
forward-looking statements to reflect events or circumstances that
arise after the date of this press release or to reflect the
occurrence of anticipated events. Additional Information and Where
to Find It You may access additional information, including CFC's
filings with the SEC and previous press releases by visiting CFC's
website at http://www.cfcintl.com/. This communication is being
made in respect of the proposed merger transaction involving CFC
and Buyer. In connection with the proposed transaction, CFC will
prepare the information statement for the stockholders of CFC
describing the merger transaction. CFC will be filing other
documents with the SEC as well. Investors are urged to read the
information statement regarding the proposed transaction and any
other relevant documents carefully in their entirety when they
become available because they will contain important information
about the proposed transaction. The final information statement
will be mailed to CFC's stockholders. The information statement and
other documents will be available free of charge at the SEC's
internet site (http://www.sec.gov/). The information statement
(when it is available) and the other documents may also be obtained
for free by accessing CFC's website at http://www.cfcintl.com/. CFC
and its directors, officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed merger transaction. Information
regarding CFC's directors and executive officers is set forth in
CFC's proxy statements and annual reports on Form 10-K, previously
filed with the SEC, and the information statement relating to the
merger when it becomes available. DATASOURCE: CFC International,
Inc. CONTACT: Dennis Lakomy, Chief Financial Officer of CFC
International, Inc., +1-708-757-2803 Web site:
http://www.cfcintl.com/ http://www.quadcmanagement.com/ Company
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