CALGARY, July 31, 2012 /CNW/ - Dynetek Industries Ltd. ("Dynetek") (TSX:
DNK) is pleased to announce it has entered into an arrangement
agreement (the "Arrangement Agreement") with Luxfer Holdings PLC
("Luxfer"), pursuant to which Luxfer has agreed to, through its
wholly-owned subsidiary Luxfer Canada Limited, acquire all of the
issued and outstanding common shares ("Dynetek Shares") of Dynetek,
including any shares of Dynetek issued upon the exercise of outstanding
options, for a cash consideration of $0.24 per share for each Dynetek
share held (the "Arrangement"). This purchase price represents a 60%
premium over the closing price of the Dynetek Shares on the Toronto
Stock Exchange (the "TSX") on July 30, 2012 and a 149% premium over the
volume-weighted average trading price of the Dynetek Shares on the TSX
for the 20 trading days ending July 30, 2012. This transaction values
Dynetek at approximately $5.03 million plus the assumption of net debt.
The board of directors of Dynetek (the "Board") has unanimously
determined that the Arrangement is in the best interest of Dynetek and
Dynetek shareholders. The Board recommends that Dynetek shareholders
vote to approve the Arrangement at the shareholders' meeting that will
be held to approve the Arrangement (the "Meeting"). All of Dynetek's
officers and directors, holding an aggregate of 7.14% of the issued and
outstanding Dynetek Shares, have entered into support agreements with
Luxfer to vote in favour of and otherwise support the Arrangement,
subject to certain permitted exceptions. PricewaterhouseCoopers LLP
acted as Dynetek's financial adviser and provided its opinion that, as
at July 26, 2012, the Arrangement is fair, from a financial point of
view, to the shareholders of Dynetek.
The Arrangement Agreement includes customary representations and
warranties of each party, non-solicitation covenants by Dynetek,
right-to-match provisions in favour of Luxfer and provides for a
non-completion fee of $500,000 to be paid by Dynetek to Luxfer if the
transaction is not completed under certain circumstances. The
transaction will be completed pursuant to a statutory plan of
arrangement in accordance with the Business Corporations Act (Alberta) (the "ABCA"). The Arrangement is subject to the approval of
the Alberta Court of Queen's bench under the ABCA, the affirmative vote
of 66⅔% of the votes to be cast by shareholders, present in person or
by proxy, at the Meeting of shareholders to be held to approve the
Arrangement, the receipt of all necessary regulatory and stock exchange
approvals, and certain other closing conditions that are customary for
a transaction of this nature. An information circular regarding the
Arrangement is expected to be mailed to shareholders in mid August
2012, with the Meeting scheduled to be held in mid September 2012 and
closing shortly thereafter. It is anticipated that following the
successful completion of the Arrangement, the Dynetek Shares will be
delisted from the TSX.
About Dynetek
Dynetek is a leading participant in the global clean technology space
and a leader in the design and manufacture of proprietary fuel storage
systems. Dynetek designs, produces and markets one of the lightest and
most advanced fuel storage and refueling systems for compressed natural
gas, low emission vehicles and compressed hydrogen, zero-emission fuel
cell vehicles. Dynetek is recognized around the world for its
solutions-of-choice to the alternate fuel vehicle sector, evidenced by
strategic relationships with major manufacturers around the globe.
Dynetek's common shares are listed on the TSX under the symbol "DNK".
About Luxfer
Luxfer is a global materials technology company specializing in the
design, manufacture and supply of high-performance materials,
components and gas cylinders to customers in a broad range of growing
end-markets, including environmental, healthcare and protection
technologies. The company is one of the world's leading manufacturers
of high-pressure gas cylinders. Six manufacturing plants in the US, UK,
France, China and a joint venture in India produce cylinders for a
diverse range of applications, including containment of compressed
natural gas.
Forward-Looking Information
This news release contains forward-looking statements and information
(collectively, "forward-looking information") within the meaning of
applicable Canadian securities legislation regarding expected future
events of Dynetek. By its nature, forward-looking information requires
Dynetek to make assumptions and is subject to numerous inherent risks
and uncertainties. There is significant risk that assumptions,
predictions and other forward-looking information will not prove to be
accurate. Readers are cautioned not to place undue reliance on
forward-looking information as a number of factors could cause actual
future results, conditions, actions or events to differ materially from
expectations, estimations or intentions expressed in the
forward-looking information. Forward-looking information in this news
release includes, but is not limited to: the proposed acquisition of
Dynetek by Luxfer pursuant to a plan or arrangement, the anticipated
benefits of the Arrangement, the timing of the Meeting, the mailing of
the information circular, the closing of the Arrangement, and the
delisting of Dynetek Shares. The forward-looking information is based
on certain assumptions made by Dynetek in light of its experience and
its perception of historical trends, business prospect and
opportunities, expected future developments and business trends, future
capital and other expenditures (including the amount, nature and
sources of funding thereof), general economic and capital market
conditions as well as other factors it believes are appropriate in the
circumstances. Such forward-looking information reflects management's
current beliefs and is based on information currently available to
Management. Forward-looking information involves significant known and
unknown risks and uncertainties. A number of factors could cause
actual results to differ materially from the results discussed in the
forward-looking information, including but not limited to, risks
associated with: a failure to obtain the required regulatory, court and
shareholder approvals; changes in the economic conditions in Canada,
India and globally; volatility in commodity prices and exchange rates;
changes in government regulation and government funding levels; and
changes in demand for fuel storage systems. In addition the
Arrangement Agreement is subject to a number of conditions which are
typical for transactions of this nature. Failure to satisfy any of
these conditions may result in the termination of the Arrangement
Agreement. Additional risks and uncertainties associated with
Dynetek's future plans are described in Dynetek's Annual Information
Form for the year ended December 31, 2011. Although the
forward-looking information contained herein is based upon assumptions
which Management believes to be reasonable, Dynetek cannot assure
investors that actual results will be consistent with this
forward-looking information. This forward-looking information is made
as of the date hereof and Dynetek assumes no obligation to update or
revise this information to reflect new events or circumstances, except
as required by law.
SOURCE: Dynetek Industries Ltd.