ITEM 1
TAT Technologies Ltd.
Completes Merger with Limco-Piedmont Inc.
GEDERA, ISRAEL (July 2,
2009)
TAT Technologies Ltd. (Nasdaq: TATTF) and Limco-Piedmont Inc., (Formerly
Nasdaq: LIMC) today announced the completion of their merger pursuant to which TAT (which
owned 61.8% of Limcos common stock) acquired all of the shares of Limcos
common stock held by the public. Pursuant to the merger agreement, each share of Limco
common stock held by the public was converted into one half of an ordinary share of TAT. 9,326,585 shares of Limco common
stock were voted in favor of the merger (of which 8,364,256 shares were owned by TAT),
838,450 shares were voted against the merger and 1,112,633 shares abstained.
Upon the closing of the merger, Limco
became a wholly-owned subsidiary of TAT. Limco common stock will no longer be traded on
NASDAQ. In connection with the merger, TAT is issuing an aggregate of 2,520,372 ordinary
shares to the former Limco shareholders representing 27.8% of the TAT ordinary shares now
outstanding.
Commencing with the current fiscal
quarter, TAT intends to include in its quarterly financial reports a Managements
Discussion and Analysis of Financial Condition and Results of Operations comparable to
that contained in a Form 10-Q filed by U.S. companies.
About the Company
TAT Technologies Ltd. provides a
variety of services and products to the military and commercial aerospace and ground
defense industries through its Gedera facility in Israel, as well as through its
subsidiaries, Bental Industries Ltd., in Israel and Limco Piedmont, Inc., in the
U.S.
TAT operates under four operational
segments: (i) OEM of Heat Transfer products (ii) OEM of Electric Motion Systems (iii) MRO
services; and (iv) parts services, each with the following characteristics.
TATs activities in the area of
OEM of Heat Transfer products 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; and (ii) manufacture and sale of
environmental control and cooling systems and (iii) a variety of other electronic and
mechanical aircraft accessories and systems such as pumps, valves, power systems and
turbines.
TATs activities in the area of
OEM of Electric Motion Systems primarily relate to the design, development, manufacture
and sale of a broad range of electrical motor applications for airborne and ground
systems. TAT activities in this segment commenced with the acquisition of Bental in August
2008 and accordingly, the results in this segment for fiscal year 2008 are not compared
with the previous years.
TATs MRO services include the
remanufacture, overhaul and repair of heat transfer equipment and other aircraft
components, APUs, propellers and landing gear. TATs Limco subsidiary operates FAA
certified repair stations, which provide aircraft component MRO services for airlines, air
cargo carriers, maintenance service centers and the military.
TATs parts segment focuses on
inventory management and sale of APU parts, propellers and landing gear. TAT offers parts
services for commercial, regional and charter airlines and business aircraft owners.
TATs executive offices are
located in the Reem Industrial Park, Neta Boulevard, Bnei Ayish, Gedera 70750,
Israel, and TATs telephone number is 972-8-862-8500.
Safe Harbor for
Forward-Looking Statements
This press release contains
forward-looking statements which include, without limitation, statements regarding
possible or assumed future operation results, synergies, customer benefits, growth
opportunities, financial improvements, expected expense savings and other benefits
anticipated from the merger. These statements are hereby identified as
forward-looking statements for purposes of the safe harbor provided by the
Private Securities Litigation Reform Act of 1995. These forward-looking statements involve
risks and uncertainties that could cause our results to differ materially from
managements current expectations. Actual results and performance can also be
influenced by other risks that we face in running our operations including, but are not
limited to, general business conditions in the airline industry, changes in demand for our
services and products, the timing and amount or cancellation of orders, the price and
continuity of supply of component parts used in our operations, and other risks detailed
from time to time in the companys filings with the Securities Exchange Commission,
including its registration statement on form F-4, 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 our
projections or 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.
SIGNATURES
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, thereto duly authorized.
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TAT TECHNOLOGIES LTD.
(Registrant)
By: /s/
Yaron Shalem
Yaron Shalem
Chief Financial Officer
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Date: July 2, 2009
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