Posted on Tue, Apr 02, 2013
March 28, 2013
OTC Disclosure & News Service
Poway, CA -
Investor/Media Contacts:
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.
About Aldila
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.
About MRA
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.
About MRC
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
http://www.mrc.co.jp
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.
Posted on Sun, Dec 30, 2012
Investor/Media Contacts:
Scott M. Bier, Vice President, CFO
Sylvia J. Castle, Investor Relations
Aldila, Inc., (858) 513-1801
FOR IMMEDIATE RELEASE
Aldila, Inc. Announces STOCKHOLDER APPROVAL OF MERGER
Poway, CA, December 28, 2012 – ALDILA, INC. (OTCQX:ALDA) today announced the approval by Aldila stockholders of the previously announced merger with Mitsubishi Rayon America, Inc. (“MRA”).
A special meeting of the Aldila stockholders of record as of November 21, 2012 was held at Aldila’s headquarters in Poway, California on December 27, 2012. A total of 3,788,047 shares Aldila Common Stock were present at the meeting in person or by proxy. The stockholders voted to approve the proposed merger by a vote of 3,526,176 voting in favor and 251,018 against. The votes in favor represent 93.09% of the votes cast at the meeting, and 64.24% of the total issued and outstanding shares of Common Stock. Approval of the proposed merger was the only item considered at the meeting. Aldila’s directors, senior officers, and certain other stockholders, who collectively held 2,274,378 shares, or approximately 41%, of Aldila’s issued and outstanding Common Stock entered into a Voting Agreement with MRA and had committed to voting their shares in support of the Merger Agreement.
“We are pleased to see this step completed and look forward to concluding the merger process. In the absence of unexpected regulatory or other issues, we anticipate closing the approved transaction in the first quarter of 2013. We continue to be excited about Aldila’s future as part of a world class advanced composite materials company that is fully integrated from the base raw material acrylonitrile, precursor, carbon fiber and prepreg materials” said Peter Mathewson, Aldila’s CEO.
On December 4, 2012 Aldila announced it had signed a merger agreement (the “Merger Agreement”) with MRA. The Merger Agreement provides that upon the effectiveness of the merger, Aldila’s stockholders will receive cash consideration of $4.00 per share, representing a total purchase price of approximately $22 million for Aldila’s common shares and a premium of 60% above Aldila’s share price of $2.50 at the close of trading on December 3, 2012.
The Merger Agreement provides for the merger of Aldila with a wholly-owned subsidiary of MRA. In the merger Aldila will continue as the surviving corporation and will 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. The Merger Agreement is subject to customary closing conditions, including applicable government and regulatory filings and approvals. The merger will close once the shareholders approve the merger and the other closing conditions are satisfied.
Aldila’s Board of Directors (“Board”) had unanimously approved the merger and recommended Aldila’s stockholders approve it as well. The Merger Agreement was the culmination of a strategic review undertaken by Aldila and its exclusive financial advisor, B. Riley & Co. The Board concluded a merger was in the best interest of Aldila and its stockholders because 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 merger will allow Aldila to leverage MRC’s resources to more effectively take advantage of the business opportunities open to Aldila.
About Aldila
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 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.
About MRA
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.
About MRC
Mitsubishi Rayon Co., Ltd. is a wholly owned subsidiary of Mitsubishi Chemical Holdings Corporation. MRC’s business is centered around areas of chemical and plastics, fibers, carbon fibers and composite materials, and aqua businesses. For more information, visit
http://www.mrc.co.jp
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 the foregoing reports 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.
Posted on Thu, Dec 06, 2012
Shareholder Meeting Notice
Posted on Tue, Dec 04, 2012
Aldila Merger Agreement
Posted on Tue, Dec 04, 2012
December 4, 2012
OTC Disclosure & News Service
Poway, CA -
Investor/Media Contacts:
Scott M. Bier, Vice President, CFO
Sylvia J. Castle, Investor Relations
Aldila, Inc. (858) 513-1801
FOR IMMEDIATE RELEASE
ALDILA Signs Merger Agreement with Mitsubishi Rayon America; Board Recommends Stockholder Approval at December 27, 2012, Stockholder Meeting
Poway, CA, December 4, 2012 – ALDILA, INC. (OTCQX:ALDA) announced today that Aldila has signed a merger agreement (the “Merger Agreement”) with Mitsubishi Rayon America, Inc. (“MRA”). The Merger Agreement provides that upon the effectiveness of the merger, Aldila’s stockholders will receive cash consideration of $4.00 per share, representing a total purchase price of approximately $22 million for Aldila’s common shares and a premium of 60% above Aldila’s share price of $2.50 at the close of trading on December 3, 2012.
The Merger Agreement provides for the merger of Aldila with a wholly-owned subsidiary of MRA. In the merger Aldila will continue as the surviving corporation and will 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 group.
Aldila’s Board of Directors (“Board”) unanimously approved the merger and recommends that Aldila’s stockholders approve the merger. The Merger Agreement is the culmination of a strategic review undertaken by Aldila and its exclusive financial advisor, B. Riley & Co. The Board concluded that a sale would be in the best interest of Aldila and its stockholders because 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 is at a price that the Board believes is attractive to the stockholders and will allow Aldila to leverage MRC’s resources to more effectively take advantage of the business opportunities open to Aldila.
“Aldila will be joining 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.
The Board has scheduled a stockholders meeting to be held on December 27, 2012, with a record date of November 21, 2012, for the stockholders to act on and approve the merger. The terms of the merger will be described in the proxy statement for the special meeting, which will be sent to Aldila’s stockholders and is expected to be mailed on or about December 6, 2012. Aldila’s directors and senior officers and certain stockholders, who collectively hold 2,274,378 shares, or approximately 41%, of Aldila’s issued and outstanding Common Stock have entered into a Voting Agreement with MRA and are committed to voting their shares in support of the Merger Agreement.
The Merger Agreement is subject to customary closing conditions, including applicable government and regulatory filings and approvals. The merger will close once the shareholders approve the merger and the other closing conditions are satisfied.
About Aldila
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 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.
About MRA
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.
About MRC
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
http://www.mrc.co.jp
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 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.
Posted on Wed, Oct 24, 2012
Investor/Media Contacts:
Scott M. Bier, Vice President, CFO
Sylvia J. Castle, Investor Relations
Aldila, Inc. (858) 513-1801
FOR IMMEDIATE RELEASE
ALDILA SIGNS NEW $1,300,000 SUBORDINATED SECURED LOAN
Poway, CA, October 23, 2012 – ALDILA, INC. (OTCQX:ALDA) (PINKSHEETS:ALDA) announced today Aldila, Inc. (“Aldila”) and its primary operating subsidiary, Aldila Golf Corporation (“AGC”) entered into a material definitive agreement upon AGC’s signing a Subordinated Secured Note with Milfam I, L.P, aGeorgialimited partnership on October 22, 2012.
The Note will provide liquidity to fund Aldila’s wind-up of its operations inChinaand the related consolidation of its operations to itsVietnamfacility.
The Note bears interest at 10% per annum, payable quarterly, commencing January 1, 2013. At Aldila’s election interest may accrue and be added to principal at a rate of 12% per annum. The interest rate will increase by an additional 2.5% per annum if the principal is not repaid by October 31, 2013, and an additional 2.5% per annum if the principal is not repaid by October 31, 2014. All outstanding principal and unpaid interest is due and payable no later than September 8, 2015. The outstanding principal and unpaid interest may be repaid at any time without penalty.
The Note is guaranteed by Aldila, Inc. The Note and the guaranty are secured by Aldila’s and AGC’s accounts receivable and other rights of payment, general intangibles, inventory, and equipment.
The Note bears an origination fee of 4%, paid in the form of original issue discount.
The Note is subordinated to, and cross-defaulted with, the existing $7,000,000 Line of Credit from Wells Fargo, N.A.
The lender, Milfam I, L.P., is an affiliate of Aldila’s largest shareholder.
This press release may contain forward-looking statements based on our expectations as of the date of this press release. These statements necessarily reflect assumptions that we make in evaluating our expectations as to the future. Forward-looking statements are necessarily subject to risks and uncertainties. Our 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. Our filings with the OTC Disclosure and News Service and the Securities and Exchange Commission (for filings prior to move to OTCQX U.S. Premier) present a detailed discussion of the principal risks and uncertainties related to our future operations, in particular our Annual Report for the year ended December 31, 2011, under “The nature of issuer’s business” in Part C, Item VIII, and “Management’s Discussion and Analysis or Plan of Operation” in Part C, Item XVI and Quarterly Reports and Current Reports, all of which can be obtained on the OTCQX U.S. Premier website, which can be found at www.otcqx.com.
The forward-looking statements in this press release are particularly subject to the risks that:
- consumer discretionary spending will be flat or decline, which could have a material impact on our business;
- our product offerings, including the NV®, VS Proto™, DVS®, VooDoo® and RIP® shaft lines and product offerings outside the golf industry, will not achieve or maintain success with consumers or customers;
- we will not maintain or increase our market share at our principal customers;
- demand for clubs manufactured by our principal customers will decline, thereby affecting their demand for our shafts;
- demand for composite materials by our principal customers will decline or fail to continue to grow;
- the market for graphite shafts will continue to be extremely competitive, affecting selling prices and profitability;
- our international operations will be adversely affected by political instability, currency fluctuations, export/import regulations or other risks typical of multi-national operations, particularly those in less developed countries;
- the Company will not be able to acquire adequate supplies of carbon fiber at reasonable market prices;
- acts of terrorism, natural disasters, or disease pandemics interfere with our manufacturing operations or our ability to ship our finished products.
Posted on Wed, Jan 18, 2012
Investor/Media Contacts:
Scott M. Bier, Vice President, CFO
Sylvia J. Castle, Investor Relations
Aldila, Inc., (858) 513-1801
FOR IMMEDIATE RELEASE
Aldila, Inc. Announces Appointment of New Director
Poway, CA, January 4, 2012 – ALDILA, INC. (OTCQX:ALDA) (PINKSHEETS:ALDA) announced today that Peter H. Kamin has been appointed to its Board of Directors.
Mr. Kamin is currently a private investor, holding over 700,000 shares of Aldila common stock, and serves on numerous other boards. He has over 25 years’ experience as an active investor in public and private businesses.
From 2000 until 2011 he was a founding member and Managing Partner of Valueact Capital. Prior to founding Valueact, he founded and managed Peak Investment, L.P., a limited partnership organized to make investments in a select number of domestic public and private companies. Before founding Peak, Mr. Kamin was a partner in Morningside, N.A., Ltd, the U.S. private equity operation for a Hong Kong-based family. Mr. Kamin began his investment career in 1984 at Fidelity Management and Research.
Mr. Kamin is presently a director of Kar Auction Services, Rockford Corporation and Paragon Technologies.
He has previously served as a director of Seitel, Inc., LeCroy Corp., Hanover Compressor, Exterran, Sirva, Inc., Insurance Auto Auctions, Inc., OneSource Information Services, Inc., Data Transmission Network, TFC Enterprises, Eskimo Pie, ACME United Corp., and numerous privately held companies.
“We are extremely pleased to have Peter join our Board. He has been involved with Aldila as a shareholder for many years and will add valuable insight and experience to the Board and the company,” said Peter R. Mathewson, Chairman of the Board of Aldila, Inc.
For additional information about Aldila, Inc., please go to the Company’s website at www.aldila.com.
# # # #
Posted on Tue, Nov 08, 2011
POWAY, CA - Peter Mathewson, Chairman & CEO of Aldila, Inc. (OTCQX: ALDA) (PINKSHEETS:ALDA), will be hosting a conference call and webcast relating to the Company's third quarter 2011 financial results which will be announced post market close on November 09, 2011. For telephone access to the conference call dial 1-877-719-9799 or 1-719-325-4810 for international calls and request connection to the Aldila conference call, Participant Passcode: 5498199.
What: Aldila Will Review Third Quarter 2011 Financial Results in Conference Call
When: November 09, 2011 at 5:00 P.M. Eastern Time
Where: http://www.visualwebcaster.com/event.asp?id=83665
How: Live over the Internet -- Simply log on to the web at the address above
If you are unable to participate during the live webcast, the call will be archived on Aldila's website at www.aldila.com.
Minimum Requirements to listen to broadcast: The RealPlayer software, downloadable free from www.real.com/products/player/index.html, and at least a 28.8Kbps connection to the Internet. If you experience problems listening to the broadcast, please contact Marketwire at 1-800-774-9473.
Aldila, Inc. is a leader among manufacturers of graphite golf shafts used in clubs assembled and marketed throughout the world by major golf club companies, component distributors and custom clubmakers. Aldila also manufactures composite prepreg material for its golf shaft business and external sales. With Aldila’s acquisition of Victory, we also manufacture carbon arrows for the archery industry.
Investor/Media Contacts:
Scott M. Bier, Vice President, CFO
Sylvia J. Castle, Investor Relations
(858) 513-1801
Posted on Wed, Jul 27, 2011
Aldila Will Review Second Quarter and Year to Date 2011 Financial Results in Conference Call
POWAY, CA - Peter Mathewson, Chairman & CEO of Aldila, Inc. (OTCQX: ALDA) (PINKSHEETS: ALDA), will be hosting a conference call and webcast relating to the Company's second quarter and year to date 2011 financial results which will be announced post market close on July 28, 2011. For telephone access to the conference call dial 1-888-239-5348 or 1-913-312-1448 for international calls and request connection to the Aldila conference call, Participant Passcode: 2404396.
What: Aldila Will Review Second Quarter and Year to Date 2011 Financial Results in Conference Call
When: July 28, 2011 at 5:00 P.M. Eastern Time
Where: http://www.visualwebcaster.com/event.asp?id=81440
How: Live over the Internet -- Simply log on to the web at the address above
If you are unable to participate during the live webcast, the call will be archived on Aldila's website at www.aldila.com.
Minimum Requirements to listen to broadcast: The RealPlayer software, downloadable free from www.real.com/products/player/index.html, and at least a 28.8Kbps connection to the Internet. If you experience problems listening to the broadcast, please contact Marketwire at 1-800-774-9473. Aldila, Inc. is the premier manufacturer of carbon fiber prepreg, high performance graphite golf shafts and now with the acquisition of Victory Archery, a leader in the carbon arrow market.
Investor/Media Contacts:
Scott M. Bier
Vice President, CFO
(858) 513-1801
Sylvia J. Castle
Investor Relations
(858) 513-1801
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