EDMONTON, Jan. 11, 2012 /CNW/ - Raydan Manufacturing Inc ("Raydan") (TSX-V: RDN) announced today that it has received an offer from 811332 Alberta Ltd,
or its nominee ("811"), to acquire all of the issued and outstanding common shares (the "Shares") of Raydan by way of a statutory Plan of Arrangement pursuant to
Section 193 of the Business Corporations Act (Alberta) (the "811 Offer"). The 811 Offer is a non-solicited offer under the terms of the
Arrangement Agreement entered into between Raydan and Link Suspensions
of Canada, Limited Partnership and Link Manufacturing Ltd
(collectively, "Link") dated November 29, 2011 (the "Arrangement Agreement"). The total consideration payable by 811 under the 811 Offer is
approximately $1.96 million, equivalent to $0.12 per Share of Raydan.
Under the 811 Offer, holders of Shares would receive $0.12 per Share in
cash directly from 811 or through a mutually agreed upon depositary on
the completion of the transaction.
Raydan's Board of Directors has unanimously determined that the 811
Offer is a superior proposal within the meaning of the Arrangement
Agreement and that 811 has the financial ability to execute the
"After carefully weighing the alternatives, in consultation with our
legal and financial advisors, the Board of Directors has concluded that
the 811 Offer provides greater shareholder value than Link's existing
offer," said Ray English, President and Chief Executive Officer of
On November 29, 2011, Raydan entered into the Arrangement Agreement with
Link, whereby Link agreed to purchase all or substantially all of the
assets of Raydan. Upon completion of the transaction, holders of Shares
would receive approximately $0.07 immediately after the effective date
and approximately $0.04 on or before 365 days from the effective date
(as provided for under the Arrangement Agreement) or such later date as
permitted under s.2.1(h) of the Arrangement Agreement. Link now has
five (5) business days from January 9, 2012, during which it may choose
to make a proposal which it believes would cause the 811 Offer to no
longer constitute a superior proposal (a "Matching Proposal"). Alternatively, Link can terminate the Arrangement Agreement and
receive the $160,000 termination fee under the terms of the Arrangement
If accepted, the 811 Offer will be subject to a number of conditions,
including: (a) approval of the Alberta Court of Queen's Bench; (b)
approval by the holders of at least 66 2/3% of the votes cast by
holders of Shares present in person or by proxy at a special meeting of
holders of Shares; (c) completion of a definitive arrangement
agreement; (d) execution of employment agreements for a three (3) year
term by each of Ray English, Dan English and Chris English; and
(e) certain other customary conditions. The 811 Offer is not
conditional on financing. Pursuant to s.6.2 of the Arrangement
Agreement, and due to Link receiving notice of a Superior Proposal (the
"Notice") less than five (5) business days prior to the January 13, 2012,
shareholder meeting ("Raydan Meeting"), Raydan shall adjourn the Raydan Meeting to a date not less than five
(5) business days and not more than ten (10) business days after the
date of Link's receipt of the Notice.
About 811332 Alberta Ltd
811 is an Alberta corporation owned 100% by Mr Bill Kocken. 811 has
owned a large heavy industrial fabrication facility in southeast
Edmonton since 2000. Bill Kocken is a current shareholder of Raydan and
has management experience in the metal and steel fabrication industry
dating back to 1989.
About Raydan Manufacturing Inc
Raydan Manufacturing Inc., based in Edmonton, Alberta, develops and
produces specialized suspension and coupling systems for trucks,
trailers and heavy equipment. Installations are completed at the
Company's chassis modification centre in either Alberta or Ontario.
Established in 1992, Raydan exports its innovative, high-quality
products to end-users and original equipment manufacturers (OEMs) in
the heavy-duty truck, truck crane, fire/rescue and other severe use
sectors around the world.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements that involve risks
and uncertainties, which may cause actual results to differ materially
from the statements made. Potentially, many factors could cause our
actual results to vary materially from those described herein as
intended, planned, anticipated or expected. Raydan Manufacturing Inc.
does not intend and does not assume any obligation to update these
SOURCE Raydan Manufacturing Inc.
For further information:
Raydan Manufacturing Inc
Tel: 780-955-2859 .
Toll Free: 1-888-472-9326