Greenbriar Extends Tender Offer for EDAC Technologies Corporation Until Tuesday, April 30, 2013
April 23 2013 - 10:00AM
Business Wire
Greenbriar Equity Group LLC (“Greenbriar”) announced today that
GB Aero Engine Merger Sub Inc., a wholly owned subsidiary of GB
Aero Engine LLC and an affiliate of Greenbriar, has extended the
tender offer for all outstanding shares of common stock of EDAC
Technologies Corporation (“EDAC”) to 5:00 pm, New York City time,
on Tuesday, April 30, 2013, unless further extended.
The tender offer was previously scheduled to expire at midnight,
New York City time, on April 23, 2013. All other terms and
conditions of the tender offer remain unchanged. The depositary for
the tender offer has advised Greenbriar that, as of 4:30 pm, New
York City Time, on April 22, 2013, stockholders of EDAC validly
tendered approximately 1,831,269 shares of EDAC common stock (not
counting as validly tendered, shares that were tendered through
notice of guaranteed delivery and not actually delivered)
representing approximately 34% of the EDAC shares outstanding.
The tender offer is being made in accordance with the previously
announced Agreement and Plan of Merger, dated March 17, 2013, by
and among GB Aero Engine LLC, GB Aero Engine Merger Sub Inc. and
EDAC (the “Merger Agreement”). As previously announced, pursuant to
the Merger Agreement, the tender offer was commenced on March 26,
2013 to acquire all of the outstanding shares of common stock of
EDAC for $17.75 per share, net to the seller in cash without
interest and less any required withholding taxes.
Stifel, Nicolaus & Company, Incorporated is serving as
exclusive financial advisor and Robinson & Cole LLP is serving
as legal counsel to EDAC Technologies Corporation. Kirkland &
Ellis LLP is serving as legal counsel to Greenbriar Equity Group
LLC.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell shares of EDAC.
Cautionary Statement Regarding Forward
Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995; including forward-looking statements regarding the
anticipated acquisition of EDAC by an affiliate of Greenbriar,
These forward-looking statements may be identified by words such as
“plans,” “seeks,” “projects,” “expects,” “believes,” “may,”
“anticipates,” “estimates,” “should,” and other similar
expressions. Each of these forward-looking statements are subject
to risks and uncertainties. Actual results or developments may
differ materially from those, express or implied, in these
forward-looking statements. There are a number of important factors
that may cause differences between current expectations and actual
results or developments, including risks and uncertainties
associated with the anticipated acquisition of EDAC. These risks
and uncertainties include, among others, uncertainties as to how
many of EDAC’s shareholders will tender their shares pursuant to
the tender offer, the risk that competing offers will be made, and
the possibility that various closing conditions to the tender offer
or the subsequent merger may not be satisfied or waived, and the
risk that shareholder litigation in connection with the tender
offer and subsequent merger may result in significant costs of
defense, indemnification and liability. Other factors that may
cause EDAC’s actual results or developments to differ materially
from those expressed or implied in the forward-looking statements
in this press release are discussed in EDAC’s filings with the
Securities and Exchange Commission (“SEC”), including the “Risk
Factors” sections of EDAC’s periodic reports on Form 10-K and Form
10-Q filed with the SEC. All forward-looking statements in this
announcement are qualified in their entirety by this cautionary
statement. Unless required by law, EDAC does not undertake to
update its forward-looking statements.
Notice to Investors
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. GB Aero Engine LLC
and GB Aero Engine Merger Sub Inc. have filed a tender offer
statement with the SEC, and have mailed an offer to purchase, forms
of letter of transmittal and related documents to EDAC
shareholders. EDAC has filed with the SEC, and has mailed to EDAC
shareholders a solicitation/recommendation statement on Schedule
14D-9. These documents contain important information about the
tender offer and shareholders of EDAC are encouraged to read them
carefully.
These documents are available at no charge on the SEC’s website
at www.sec.gov. Investors and security
holders may also obtain free copies of the documents filed with the
SEC by EDAC by contacting our Information Agent, Georgeson, at
telephone number (800) 223-2064 or Glenn L. Purple, at EDAC
Technologies Corporation, at telephone number (860) 677-2603.
In addition to the offer to purchase, the related letter of
transmittal and certain other offer documents, as well as the
solicitation/recommendation statement, EDAC files annual, quarterly
and special reports, proxy statements and other information with
the SEC. You may read and copy any reports, statements or other
information filed by EDAC at the SEC public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
room. EDAC’s filings with the SEC are also available to the public
from commercial document-retrieval services and at the website
maintained by the SEC at www.sec.gov.
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