ALDILA Closes Merger with Mitsubishi Rayon America
March 28, 2013
OTC Disclosure & News Service
Poway, CA -
Scott M. Bier, Vice President, CFO
Sylvia J. Castle, Investor Relations
Aldila, Inc. (858) 513-1801
FOR IMMEDIATE RELEASE
ALDILA Closes Merger Agreement with Mitsubishi Rayon America
Poway, CA, March 28, 2013 – ALDILA, INC. (formerly OTCQX:ALDA) announced today that Aldila has closed the merger (the “Merger”) as contemplated by the merger agreement (the “Merger Agreement”) with Mitsubishi Rayon America, Inc. (“MRA”). The official effective time of the merger will be April 1, 2013.
Shareholders, upon delivery of their shares and a transmittal letter to the paying agent pursuant to the terms of the Merger Agreement, will receive cash consideration of $4.00 per share. Trading in Aldila’s shares on OTCQX was terminated at the close of trading on March 28, 2013.
Aldila, which merged with a wholly-owned subsidiary of MRA, will continue as the surviving corporation and has become a wholly-owned subsidiary of MRA. MRA is a wholly-owned subsidiary of Mitsubishi Rayon Co., Ltd. (“MRC”) and part of the Mitsubishi Chemical Holdings Corporation group.
Aldila’s Board of Directors (“Board”) unanimously approved the Merger, which was also approved by Aldila’s stockholders. Joining with MRC will better enable Aldila to capitalize on Aldila’s business opportunities offered by the growing demand for carbon fiber based materials in a number of industries. The sale will allow Aldila to leverage MRC’s resources to more effectively take advantage of the business opportunities open to Aldila.
“Aldila has joined a world class Advanced Composite Materials company that is fully integrated from the base raw material acrylonitrile, precursor, carbon fiber and prepreg materials. MRC also offers a leading global graphite golf shaft product line-up under the Mitsubishi Rayon brand. We see unique synergies and opportunities for growing our two business segments of Composite Products and Composite Materials by joining with Mitsubishi Rayon” said Peter Mathewson, Aldila’s CEO.
Aldila, Inc. is one of the world’s largest manufacturers of carbon fiber shafts. Aldila, Inc. is a designer, manufacturer and marketer of carbon-based composite products and materials used in various end markets. Aldila’s competencies are the development of carbon-based composites and the implementation of manufacturing processes that support the commercialization of these composites. Aldila is a vertically-integrated supplier of composites across three primary end markets: carbon-based pre-impregnated composite fibers, graphite golf shafts and archery products.
You may find additional information about Aldila’s business, financial results and operations through the closing date of the Merger agreement in Aldila’s annual report and quarterly reports, on Aldila’s website at www.aldila.com and on the OTCQX.com website. Aldila’s annual report to stockholders for the fiscal year ended December 31, 2011, and quarterly reports through the quarter ended September 30, 2012, have been filed with the OTCQX and are available on Aldila’s website and on the OTCQX.com website. Aldila’s shares ceased trading on OTCQX on March 28, 2013, and Aldila will not be providing independent financial information after that date.
Mitsubishi Rayon America Inc. is a wholly owned subsidiary of Mitsubishi Rayon Co., Ltd. MRA’s business is centered around MMA (methyl methacrylate) and AN (acrylonitrile) business complexes as basic raw materials and finished products. For more information, visit http://www.mrany.com.
Mitsubishi Rayon Co., Ltd. is a wholly owned subsidiary of Mitsubishi Chemical Holdings Corporation. MRC’s business is centered around chemical and plastics, fibers, carbon fibers and composite materials, and aqua businesses. For more information, visit
This press release contains forward-looking statements based on Aldila’s expectations as of the date of this press release. These statements necessarily reflect assumptions that Aldila makes in evaluating its expectations as to the future. Forward-looking statements are necessarily subject to risks and uncertainties, including those relating to the closing of the proposed merger. Aldila’s actual future performance and results could differ from that contained in or suggested by these forward-looking statements as a result of a variety of factors. Aldila’s filings with the Securities and Exchange Commission (for filings prior to its move to OTCQX U.S. Premier) and OTC Disclosure and News Service present a detailed discussion of the principal risks and uncertainties related to Aldila’s future operations. In particular the Annual Report for the year ended December 31, 2011, and Quarterly Reports and Current Reports, discuss Aldila’s business, financial condition, and risk factors. All of these materials may be obtained on the OTCQX U.S. Premier website, which can be found at www. OTCQX.com, or at Aldila’s website, www.aldila.com.