Aurafin and OroAmerica Agree to Merger.Business Editors TAMARAC, Fla.--(BUSINESS WIRE)--April 25, 2001 Aurafin LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , a privately held company privately held company A firm whose shares are held within a relatively small circle of owners and are not traded publicly. , and OroAmerica Inc. (NMS See NetWare Management System. :OROA) jointly announced today that they have agreed, subject to approval by the OroAmerica stockholders and certain other conditions, to a merger in which OroAmerica would become a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Aurafin, and OroAmerica common stock would be converted into the right to receive $14.00 per share. Both companies manufacture and distribute karat karat A measure of the purity of gold. Pure gold is indicated by the label 24 karat. See also fineness. gold jewelry products and serve most large U.S. retailers. Guy Benhamou, 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 OroAmerica, stated that the merger will provide all stockholders of OroAmerica the opportunity to realize a significant premium for their shares, which, on April 24, had a closing market price of $9.60. Benhamou has agreed to continue as president of the OroAmerica subsidiary following the merger. The merger is subject to Aurafin's consummating financing for the merger price and for the credit and capital needs of the combined companies. Michael Gusky, chairman and CEO of Aurafin, stated that Aurafin has obtained written financing commitments which, subject to satisfaction of specified conditions, would provide the required financing. Gusky added: "The consolidation that is occurring in retail has created larger customers requiring stronger suppliers with greater focus and logistics expertise. Aurafin will benefit from the addition of OroAmerica's extensive manufacturing facilities and proprietary jewelry lines. Aurafin and OroAmerica share an enthusiasm for innovation, product quality and customer satisfaction. These shared values make this transaction very desirable for our companies and our customers." Benhamou added: "OroAmerica's unique price-pointed products are a perfect complement to Aurafin's fashion-oriented products, resulting in a full spectrum of products and price points." Other conditions to the merger include the expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act, as amended. No date was announced for the special meeting of OroAmerica stockholders to vote on the merger, but Benhamou said that notice of the special meeting will be given promptly after clearance of preliminary proxy solicitation material to be filed with the Securities and Exchange Commission. Benhamou also said that, in light of the proposed merger, the Annual Meeting of Stockholders scheduled for June 7, 2001, is indefinitely postponed and will be deemed cancelled if the merger is completed. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995: Certain statements contained in this news release, which are not historical facts, may be deemed forward-looking statements and involve a number of risks and uncertainties. OroAmerica Inc.'s actual results may differ materially from the expectations expressed in such forward-looking statements. Among the factors that could cause actual results to differ materially are business, economic and industry conditions in OroAmerica Inc.'s markets, fluctuations in the price of gold, competitive conditions, and other risks detailed from time to time in OroAmerica Inc.'s filings with the Securities and Exchange Commission, including but not limited to, OroAmerica Inc.'s Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended Feb. 2, 2001, and OroAmerica's Quarterly Report on Form 10-Q Form 10-Q See 10-Q. for the period ended Oct. 27, 2000. |
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