ALDILA Closes Merger Agreement with Mitsubishi Rayon America
POWAY, Calif., March 28, 2013
POWAY, Calif., March 28, 2013 /PRNewswire/ -- 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.
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.
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 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,
SOURCE ALDILA, INC.
Contact: Scott M. Bier, Vice President, CFO, or Sylvia J. Castle, Investor
Relations, both of Aldila, Inc., +1-858-513-1801
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