AOD announces lockup with Nuytten, Hard Suits' principal shareholder.LAFAYETTE, La.--(BUSINESS WIRE)--Oct. 29, 1996 HSI (Hue Saturation Intensity) A color space similar to HSB. See HSB. board recommends AOD See HD DVD. offer acceptance AOD Acquisition Corp., a wholly-owned subsidiary of American Oilfield Divers, Inc., (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : DIVE), announced today that it has entered into an agreement with Rene T. Nuytten, chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Hard Suits, Inc. ("HSI"), pursuant to which Nuytten will tender not less than 1.5 million common shares of HSI held by him to AOD under AOD's offer to acquire all of the issued shares of HSI for CDN (Content Delivery Network) A system of distributed content on a large intranet or the public Internet in which copies of content are replicated and cached throughout the network. $1.65 per share, as varied. In connection with entering into the Nuytten lockup agreement lockup agreement A contractual offer of valuable assets or stock made by a takeover target to the suitor deemed most acceptable to management. A lockup agreement tends to discourage unwanted suitors, but it may penalize the target firm's stockholders because , AOD also announced it has extended its offer to acquire all of the issued and outstanding shares of HSI at a price of CDN$1.65 per share (US$1.20 per share) to Nov. 8, 1996, to permit all HSI shareholders an opportunity to tender prior to expiry. "We are pleased with the recent turn of events and look forward to the completion of this transaction," said George C. Yax, AOD's chairman of the board and CEO. HSI has also entered into an acquisition agreement with AOD, Nuytten and others pursuant to which upon tendering of Nuytten's shares, Nuytten and Edward Hauptmann will resign as directors and officers of HSI and its corporate subsidiaries. Rod Stanley (AOD's senior vice president -- International Operations) of Houston and Douglas G. Irwin (partner, Capital West Partners) of Vancouver, British Columbia will be appointed directors of HSI. David Porter will continue as a director of HSI. Concurrently, AOD will fund or arrange for CDN$500,000 in working capital funds for HSI by way of a secured loan with interest at 8.5% per annum Per annum Yearly. and will advance HSI an additional CDN$1,000,000 with the same terms to permit HSI to pay certain of its existing liabilities. Under the Acquisition Agreement, upon tendering by Nuytten of his shares, Nuytten will assign to HSI all interests held by him in respect of various projects being pursued by HSI and AOD will undertake to ensure that HSI has sufficient additional funds to pay its existing liabilities in the ordinary course. In light of these transactions and HSI's inability to secure adequate working capital funds on acceptable terms from another source during the term of the AOD offer, the directors of HSI have recommended acceptance of the AOD offer. American Oilfield Divers, Inc. is a leading provider of diving services, subsea products, marine construction and environmental services to the offshore oil and gas industry, primarily in the U.S. Gulf of Mexico Noun 1. Gulf of Mexico - an arm of the Atlantic to the south of the United States and to the east of Mexico Golfo de Mexico Atlantic, Atlantic Ocean - the 2nd largest ocean; separates North and South America on the west from Europe and Africa on the east , U.S. West Coast, internationally and to certain U.S. inland customers. CONTACT: American Oilfield Divers, Inc., Lafayette Greg Rosenstein or Cathy Green, 318/234-4590 |
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