TULSA, OK -- Limco-Piedmont Inc. and TAT Technologies Ltd. announce that they have entered into a definitive agreement and plan of merger pursuant to which TAT (which presently owns 61.8 percent of Limco's 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, Limco's 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 percent to Limco's closing share price on April 2, 2009 (the day before the announcement of the merger). It also represents a 24.3 percent premium over Limco's 20-day volume weighted average stock price on the Nasdaq global market.
Limco anticipates that following the merger, the former Limco stockholders (excluding TAT) will own approximately 27.8 percent of the ordinary shares of TAT. The transaction is subject to approval of Limco's stockholders and other customary closing conditions. TAT, which holds 61.8 percent of Limco's outstanding common stock, has advised Limco's 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 TAT's 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.
"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)," says Giora Inbar, Chairman of TAT. "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.
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