Kaman Corporation Announces Development Concerning Proposed Recapitalization
June 29 2005 - 10:35AM
PR Newswire (US)
Kaman Corporation Announces Development Concerning Proposed
Recapitalization BLOOMFIELD, Conn., June 29 /PRNewswire-FirstCall/
-- In connection with the recapitalization agreement between Kaman
Corporation (NASDAQ:KAMNA) and members of the Kaman family that was
previously announced on June 7, 2005, the company reported today
that yesterday afternoon it received a letter from Kaman family
representatives indicating that the family intends to terminate the
recapitalization agreement in order to complete what they represent
is a "qualifying alternative transaction" contemplating a purchase
of all of the approximately 668,000 outstanding shares of the
Company's Class B common stock for $55.00 per share in cash. The
Company's Board of Directors has the right to terminate a
"qualifying alternative transaction" by approving a "substitute
recapitalization proposal" in accordance with the recapitalization
agreement. The Board of Directors will have ten business days (or
if an arbitration were to be commenced until five business days
following completion of the arbitration) to determine whether to
approve and propose such a "substitute recapitalization proposal"
to shareholders. In that regard, the Company will have five
business days within which to determine whether to commence an
arbitration. Pursuant to the recapitalization agreement, the Kaman
family has agreed to support any "substitute recapitalization
proposal" in the event one is approved by the Board of Directors.
If approved by the Board and proposed to shareholders, a
"substitute recapitalization proposal" would amend the existing
recapitalization proposal to increase the number of voting common
shares into which each share of Class B common stock would be
converted and would need to provide for a minimum deemed value per
Class B common share of at least $0.65 greater than the $55.00 per
share amount offered in the qualifying alternative transaction. For
this purpose, one share of the voting stock would be valued at
$15.54, which was the average closing price for the Class A common
stock over the ten trading day period prior to the recapitalization
agreement being signed. Accordingly, a substitute recapitalization
proposal would need to have an exchange ratio of at least 3.58
voting common shares for each share of Class B common stock and a
part stock/part cash alternative under which holders would have the
right to elect instead to receive for each of their shares of Class
B common stock at least 1.84 voting common shares and $27.10 in
cash. Additional details of the recapitalization agreement can be
found by reviewing the recapitalization agreement, which was filed
as Exhibit 99.1 to the Company's current report on Form 8-K filed
on June 7, 2005. Additional details of the alternative transaction
proposed by the Kaman family can be found by reviewing the letter
from the Kaman family's representatives and its attachments, which
is being filed as Exhibit 99.1 to the Company's current report on
Form 8-K filed on June 29, 2005. Based in Bloomfield, Conn., Kaman
Corporation conducts business in the aerospace, industrial
distribution and music markets. Kaman operates its aerospace
business through its Aerostructures, Fuzing, and Helicopters
divisions and its Kamatics subsidiary providing subcontract
aerostructure manufacturing for military and commercial aircraft,
missile and bomb fuzing products, SH-2G and K-MAX helicopters, and
proprietary aircraft bearings and products. Principal aerospace
facilities are located in Connecticut, Florida and Kansas. Kaman is
the third largest North American distributor of power transmission,
motion control, material handling and electrical components and a
wide range of bearings offered to a customer base of more than
50,000 customers representing a highly diversified cross-section of
North American industry, with principal facilities in Alabama,
California, Connecticut, New York, Indiana, Kentucky and Utah.
Kaman is also the largest independent distributor of musical
instruments and accessories, offering more than 17,500 products for
amateurs and professionals, with principal facilities in Arizona,
Connecticut, California, New Jersey and Tennessee. Forward-Looking
Statements This release may contain forward-looking information
relating to the corporation's business and prospects, including
aerostructures and helicopter subcontract programs and components,
advanced technology products, the SH-2G and K-MAX helicopter
programs, the industrial distribution and music businesses,
operating cash flow, the benefits of the recapitalization
transaction, and other matters that involve a number of
uncertainties that may cause actual results to differ materially
from expectations. Those uncertainties include, but are not limited
to: 1) the successful conclusion of competitions for government
programs and thereafter contract negotiations with government
authorities, both foreign and domestic; 2) political conditions in
countries where the corporation does or intends to do business; 3)
standard government contract provisions permitting renegotiation of
terms and termination for the convenience of the government; 4)
economic and competitive conditions in markets served by the
corporation, particularly defense, commercial aviation, industrial
production and consumer market for music products, as well as
global economic conditions; 5) satisfactory completion of the
Australian SH-2G(A)program, including successful completion and
integration of the full ITAS software; 6) receipt and successful
execution of production orders for the JPF U.S. government contract
including the exercise of all contract options and receipt of
orders from allied militaries, as both have been assumed in
connection with goodwill impairment evaluations; 7) satisfactory
resolution of the EODC/University of Arizona litigation; 8)
achievement of enhanced business base in the Aerospace segment in
order to better absorb overhead and general and administrative
expenses, including successful execution of the contract with
Sikorsky for the BLACK HAWK Helicopter program; 9) satisfactory
results of negotiations with NAVAIR concerning the corporation's
leased facility in Bloomfield, Conn.; 10) profitable integration of
acquired businesses into the corporation's operations; 11) changes
in supplier sales or vendor incentive policies; 12) the effect of
price increases or decreases; 13) pension plan assumptions and
future contributions; 14) continued availability of raw materials
in adequate supplies; 15) satisfactory resolution of the supplier
switch and incorrect part issues at Dayron and the DCIS
investigation; 16) cost growth in connection with potential
environmental remediation activities related to the Bloomfield and
Moosup facilities; 17) successful replacement of the Corporation's
revolving credit facility upon its expiration in November 2005; 18)
risks associated with the course of litigation; 19) changes in laws
and regulations, taxes, interest rates, inflation rates, general
business conditions and other factors; 20) the effects of currency
exchange rates and foreign competition on future operations; and
21) other risks and uncertainties set forth in Kaman's annual,
quarterly and current reports, and proxy statements. Any
forward-looking information provided in this release should be
considered with these factors in mind. The corporation assumes no
obligation to update any forward-looking statements contained in
this release. Kaman intends to file with the Securities and
Exchange Commission a Registration Statement on Form S-4, which
will contain a proxy statement/prospectus in connection with the
proposed recapitalization. The proxy statement/prospectus will be
mailed to the stockholders of Kaman when it is finalized.
STOCKHOLDERS OF KAMAN ARE ADVISED TO READ THE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Such proxy statement/prospectus
(when available) and other relevant documents may also be obtained,
free of charge, on the Securities and Exchange Commission's website
(http://www.sec.gov/) or by request from the contact listed below.
Kaman and certain persons may be deemed to be participants in the
solicitation of proxies relating to the proposed recapitalization.
The participants in such solicitation may include Kaman's executive
officers and directors. Further information regarding persons who
may be deemed participants will be available in Kaman's proxy
statement/prospectus to be filed with the Securities and Exchange
Commission in connection with the proposed recapitalization.
DATASOURCE: Kaman Corporation CONTACT: Russell H. Jones, SVP, Chief
Investment Officer & Treasurer, +1-860-243-6307, Web site:
http://www.kaman.com/ Company News On-Call:
http://www.prnewswire.com/comp/480450.html
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