ALDILA Signs Merger Agreement with Mitsubishi Rayon America
December 4, 2012
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 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.
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.
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 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.