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Food Technology Service, Inc. to Be Acquired by Sterigenics International LLC for $7.23 Per Share in Cash

  Food Technology Service, Inc. to Be Acquired by Sterigenics International
  LLC for $7.23 Per Share in Cash

Business Wire

MULBERRY, Fla. -- December 6, 2013

Food Technology Service, Inc. (NASDAQ:VIFL) (the “Company” or “FTSI”), a
regional provider of sterilization services, announced today that it entered
into a definitive merger agreement, dated December 5, 2013, under which the
Company will be acquired by an affiliate of Sterigenics International LLC
(“Sterigenics”), a portfolio company of GTCR, LLC. Under the terms of the
merger agreement, upon completion of the transaction, the shareholders of the
Company (other than holders of excluded shares and dissenting shares, as
described in the merger agreement) will receive $7.23 per share in cash. The
purchase price represents a premium of 28.4% over the Company’s closing share
price on December 5, 2013 and a premium of 27.2% over the Company’s average
closing share price for the 30 trading days ending on December 5, 2013.

The Company’s board of directors, acting upon the unanimous recommendation of
a special committee of the board of directors consisting of independent
directors (the “Special Committee”), approved the merger agreement and
resolved to recommend that the Company’s shareholders vote to approve the
merger agreement. The Special Committee negotiated the terms of the merger
agreement with the assistance of its legal advisor and the Company’s financial
advisor.

Richard G. Hunter, Ph.D., President and CEO of the Company, commented, “This
is great news for the Company and our customers and shareholders. It is a
clear endorsement of Food Technology Service, Inc. and of the hard work and
commitment of each and every one of our employees. Sterigenics and Food
Technology Service, Inc. share the same commitment to technical expertise and
providing high quality service and we look forward to joining them.”

Added Chairman of the board of directors and Chairman of the Special
Committee, Dr. John Sinnott, “After a thorough assessment, we believe that
this transaction appropriately recognizes the value of the Company’s business
and provides our shareholders with a meaningful cash premium based on the
current stock price.”

“We are excited to be partnering with FTSI and its management team,” stated
Michael Mulhern, CEO of Sterigenics. “Richard Hunter and the FTSI team have
built an attractive business with outstanding service and strong customer
relationships. We look forward to adding FTSI to Sterigenics’ market-leading
global sterilization platform.”

The transaction is subject to the approval of a majority of Food Technology
Service, Inc. shareholders, regulatory approvals, and other customary closing
conditions.

In addition, Dr. Hunter and Fort Ashford Holdings, LLC, a California-based
private equity firm owning approximately 30% of the outstanding shares of Food
Technology Service, Inc., have entered into a voting agreement with
Sterigenics in which they have agreed to, among other things, vote all shares
over which they have exercisable voting power in favor of the merger.

Craig-Hallum Capital Group LLC is acting as exclusive financial advisor to the
Company and provided a fairness opinion to the Company Board of Directors and
the Special Committee. Olshan Frome Wolosky LLP is acting as counsel for the
Special Committee and Burr & Forman LLP as counsel for the Company. Holland &
Knight LLP is acting as counsel for Sterigenics.

About the Company

Food Technology Service, Inc. owns and operates an irradiation facility
located in Mulberry, Florida that uses gamma radiation to provide contract
sterilization services to the medical device, packaging and food industries.
For the Company's website, please visit: www.ftsi.com.

About Sterigenics

Headquartered in Deerfield, Illinois, Sterigenics is a leading global provider
of outsourced contract sterilization services, primarily to the medical device
and food industries. The Company operates 39 facilities worldwide across the
Americas, Europe and Asia and offers a range of services utilizing the most
widely used sterilization technologies. For more information, please visit
www.sterigenics.com.

About GTCR

Founded in 1980, GTCR is a leading private equity firm focused on investing in
growth companies in the Financial Services & Technology, Healthcare and
Information Services & Technology industries. The Chicago-based firm pioneered
The Leaders Strategy™ – finding and partnering with management leaders in core
domains to identify, acquire and build market-leading companies through
transformational acquisitions and organic growth. Since its inception, GTCR
has invested more than $10 billion in over 200 companies. For more
information, please visit www.gtcr.com.

This press release contains forward-looking statements. The words or phrases
“would be,” “will allow,” “intends to,” “will likely result,” “are expected
to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar
expressions are intended to identify “forward-looking statements.” All
information set forth in this news release, except historical and factual
information, represents forward-looking statements. This includes all
statements about the Company’s plans, beliefs, estimates and expectations.
These statements are based on current estimates and projections, which involve
certain risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. These risks and
uncertainties include issues related to: rapidly changing technology and
evolving standards in the industries in which the Company operates; the
ability to obtain sufficient funding to continue operations, maintain adequate
cash flow and profitably exploit new business; and other factors. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which reflect management's analysis only as of the date hereof. The Company
undertakes no obligation to publicly revise these forward-looking statements
to reflect events or circumstances that arise after the date hereof. Readers
should carefully review the risks and uncertainties described in other
documents that the Company files from time to time with the U.S. Securities
and Exchange Commission.

Important Additional Information about the Proposed Merger

In connection with the proposed merger transaction, the Company intends to
file with the SEC a current report on Form 8-K, which will include the merger
agreement and related documents and also to file with the SEC and to make
available to the Company’s shareholders a proxy statement and other relevant
materials regarding the proposed transaction. This press release does not
constitute a solicitation of any proxy or vote. THE COMPANY’S SHAREHOLDERS ARE
URGED TO CAREFULLY READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION, THE
PARTIES TO THE PROPOSED MERGER TRANSACTION AND RELATED MATTERS. In addition to
receiving the proxy statement and related materials, the Company’s
shareholders will be able to obtain, without charge, copies of the proxy
statement and other Company filings with the SEC from the SEC's website
(http://www.sec.gov). Shareholders may obtain, without charge, copies of the
proxy statement and other Company filings with the SEC from the Company’s
website at www.ftsi.us.

Participants in Solicitation

The Company’s executive officers and directors and other members of its
management and employees may be deemed "participants" in the solicitation of
proxies from the Company’s shareholders with respect to the matters relating
to the proposed merger. Information concerning the interests of the persons
who may, under SEC rules, be considered participants in the solicitation will
be set forth in the proxy statement and other relevant documents to be filed
with the SEC. Information about the Company’s executive officers and directors
can be found in the Company’s proxy statement for the 2013 Annual Meeting of
Shareholders, which was filed with the SEC on April 15, 2013. Information
concerning the interests of the Company’s participants in the solicitation,
which may, in some cases, be different than those of the Company’s
shareholders generally, will be set forth in the proxy statement relating to
the merger when it becomes available.

Contact:

Food Technology Service, Inc.
Richard G. Hunter, Ph.D., President and CEO, 863-425-0039
rhunter@ftsi.us
 
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