EDMONTON, Jan. 19, 2012 /CNW/ - Raydan Manufacturing Inc. ("Raydan") (TSXV: RDN) announced today that it has received a proposal from the Purchaser ("Increased Proposal") to amend 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 relevant increase in total consideration payable by Link under the
Increased Proposal consists of the following:
Increased Price - the Cash Purchase Price is increased by $327,059 which
equates to an increased value of approximately $0.02 per Raydan common
Earlier Payment - the Initial Distribution to Shareholders can be higher
by $327,059 as a result of the increased Purchase Price, permitting
Raydan to make an initial distribution under the Arrangement of
approximately $0.09 per Share and a total of $0.013 per share under the
Reduced Uncertainty re Second Distribution - the remaining $0.04 per
Share distribution is more certain to be made, unless a claim has been
identified, as Raydan can be dissolved six (6) months from the
Effective Date, as opposed to the 365 days under the original offer.
After consideration of the Increased Proposal the Board of Directors of
Raydan unanimously determined the Arrangement Agreement as modified by
the Increased Proposal to be a superior proposal (within the meaning of
the Arrangement Agreement) compared to the offer from 811332 Alberta
Ltd previously announced on January 11, 2012 by news release.
"I would like to thank the Board of Directors for their diligence and
support throughout these negotiations," said Raymond English, President
and Chief Executive Officer of Raydan.
The Increased Proposal has been accepted and the parties have entered
into an amendment to the Arrangement Agreement to address the
foregoing. The amended Agreement will continue to be subject to the
same conditions as the original Arrangement Agreement, including: (a)
approval of the Alberta Court of Queen's Bench, scheduled to be heard
on February 6, 2012; (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 on January 26, 2012; (c) approval
by the "majority of the minority" of Shares excluding the vote of Ray
English, Dan English and Chris English; and (d) certain other customary
conditions. Further details will be advised pursuant to the Terms of
the Amended Interim Order of the Court dated January 16, 2012.
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
Toll Free: 1-888-472-9326