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Press Release
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Source: TAT Technologies Limited
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TAT TECHNOLOGIES LTD. AND LIMCO-PIEDMONT INC. ANNOUNCE MERGER
Thursday April 3, 2009 15:00 pm ET
GEDERA, Israel, April 3. 2009
/PRNewswire-FirstCall/ TAT Technologies Ltd. (NASDAQ:
TATTF
News
) and Limco-Piedmont Inc. (Nasdaq: LIMC) today announced that they have entered
into a definitive agreement and plan of merger pursuant to which TAT (which presently owns
61.8% of Limcos common stock) will acquire all of the publicly held shares of common
stock of Limco pursuant to a stock for stock merger. Under the terms of the merger
agreement, Limcos stockholders will receive one half of an ordinary share of TAT for
each share of Limco common stock they own. The exchange ratio in the transaction
represents a premium of 12% to Limcos closing share price on April 2, 2009 (the day
before the announcement of the merger). It also represents a premium of 24.3% to
Limcos last 20 day volume weighted average stock price on the Nasdaq global market.
Following the merger, the former
Limco stockholders (excluding TAT) will own approximately 27.8% of the ordinary shares of
TAT. It is also anticipated that following the merger TAT Industries Ltd., the controlling
stockholder of TAT, which holds approximately 59% of the ordinary shares of TAT, will own
approximately 42% of the ordinary shares of TAT and Isal Investment Ltd., the beneficial
owner of 71% of the ordinary shares of TAT (through its control in TAT Industries Ltd.)
will be the beneficial owner of approximately 51% of the ordinary shares of TAT.
The transaction is subject to
approval of Limcos stockholders and other customary closing conditions. TAT, which
holds 61.8% of Limcos outstanding common stock, has advised Limcos board that
it intends to vote for approval and adoption of the merger. Accordingly, such approval and
adoption is assured. Approval of the merger by TATs shareholders is not required. It
is anticipated that the closing of the merger will occur in the second or third quarter of
2009.
Upon consummation of the merger,
Limco will operate as a wholly-owned subsidiary of TAT, maintaining its current
management. Giora Inbar, Chairman of TAT said: The merger will provide the public
stockholders of Limco with an equity interest in a more diversified company with a larger
public float and listing on dual markets (Nasdaq and TASE). In addition, the combined
company will no longer have to pay the considerable legal, accounting and other costs
resulting from both the parent (TAT) and its majority owned subsidiary (Limco) being
public companies.
The merger agreement was negotiated
on behalf of Limco by a special committee of its board of directors, composed entirely of
independent directors, who were advised by Oppenheimer & Co as financial advisor and
by Proskauer Rose LLP as legal advisor. The board of directors and the special committee
of Limco unanimously approved the merger as did the board of directors of TAT.
About the Companies
Limco-Piedmont Inc. provides
maintenance, repair and overhaul, or MRO, services and parts supply services to the
aerospace industry. Limco-Piedmonts Federal Aviation Administration certified repair
stations provide aircraft component MRO services for airlines, air cargo carriers,
maintenance service centers and the military. Limco-Piedmont specializes in MRO services
for components of aircraft, such as heat transfer components, auxiliary power units,
propellers, landing gear and pneumatic ducting. In conjunction with Limco-Piedmonts
MRO services, Limco-Piedmont is also an original equipment manufacturer of heat transfer
equipment for airplane manufacturers and other related products. Limco-Piedmonts
parts services division offers inventory management and parts services for commercial,
regional and charter airlines and business aircraft owners.
TAT Technologies Limited provides a
variety of services and products to the aerospace industry under three operational
segments: (i) OEM products (ii) MRO services and (iii) parts, each with the following
characteristics:
Our OEM activities primarily relate
to the (i) design, development, manufacture and sale of a broad range of heat transfer
components (such as heat exchangers, pre-coolers and oil/fuel hydraulic coolers) used in
mechanical and electronic systems on-board commercial, military and business aircraft;
(ii) manufacture and sell other environmental control and cooling systems and a variety of
other electronic and mechanical aircraft accessories and systems such as pumps, valves,
power systems and turbines; and (iii) design, development, manufacture and sale of a broad
range of electrical motor applications for airborne and ground systems
Our MRO services include the
remanufacture, overhaul and repair of heat transfer equipment and other aircraft
components, APUs, propellers and landing gear. Our Limco-Piedmont subsidiary operates four
FAA certified repair stations, which provide aircraft component MRO services for airlines,
air cargo carriers, maintenance service centers and the military.
Our parts segment focuses on the sale
of APU parts propellers and landing gear. We offer parts services for commercial, regional
and charter airlines and business aircraft owners.
Additional Information
In connection with the proposed
merger, Limco and TAT intend to file materials relating to the transaction with the SEC,
including a registration statement of TAT, which will include a prospectus of TAT and a
proxy statement of Limco. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER MATERIALS
REGARDING THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT TAT, LIMCO AND THE PROPOSED TRANSACTION. INVESTORS AND
SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN
IT BECOMES AVAILABLE AND OTHER DOCUMENTS FILED WITH THE SEC AT THE SECS WEBSITE AT
WWW.SEC.GOV. THE DEFINITIVE PROXY STATEMENT/ PROSPECTUS AND SUCH OTHER DOCUMENTS MAY ALSO
BE OBTAINED FOR FREE BY DIRECTING A REQUEST TO MARY DOWDY, CHIEF FINANCIAL OFFICER AT
918-445-4331.
Safe Harbor for
Forward-Looking Statements
This press release contains
forward-looking statements that are subject to risks and uncertainties. The
forward-looking statements relate to the planned merger, including the reasons and timing
of such transaction. These forward-looking statements involve risks and uncertainties that
could cause Limcos and TATs results to differ materially from
managements current expectations. Such risks and uncertainties include, but are not
limited to, the risk that we are not able to realize the benefits expected from the
merger. In addition, other risks that Limco and TAT face in running their operations
include, but are not limited to, general business conditions in the airline industry,
changes in demand for their services and products, the timing and amount or cancellation
of orders, the price and continuity of supply of component parts used in their operations,
and other risks detailed from time to time in the companies filings with the
Securities Exchange Commission, including with respect to Limco, its Annual Report on Form
10-K and its Quarterly Reports on Form 10-Q and with respect to TAT, its annual report on
form 20-F and its periodic reports on form 6-K. These documents contain and identify other
important factors that could cause actual results to differ materially from those
contained in the foregoing forward-looking statements. Stockholders and other readers are
cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date on which they are made. We undertake no obligation to update publicly
or revise any forward-looking statement.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TAT TECHNOLOGIES LTD.
(Registrant)
By: /s/ Shmuel Fledel
Shmuel Fledel
Chief Executive Officer
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Date: April 3, 2009
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