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Baltek Corporation Announces Agreement to Sell to Alcan Inc.


Business Editors

NORTHVALE, N.J.--(BUSINESS WIRE)--March 5, 2003

Baltek Corporation (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
: BTEK) announced today that it has entered into a Merger Agreement with a subsidiary of Alcan Inc. After the merger Baltek will 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 Alcan Inc.

An independent committee of the Board of Directors unanimously recommended the merger, and the Board of Directors unanimously approved the merger and the Merger Agreement. Jacques Kohn and other members of the Kohn family, who own 46% of the outstanding common stock of Baltek, have signed an undertaking to vote their shares in favor of the transaction.

Under the agreement, Baltek shareholders would receive approximately $15.17 in cash for each share of Baltek common stock. This reflects a premium of approximately 77% based on the 20-day average trading prices Trading price

The price at which a security is currently selling.
 prior to the date of the signing of the merger agreement. Alcan will deliver to Baltek shareholders approximately $35,250,000 in cash.

Jacques Kohn, the President and Chief Executive Officer of Baltek commented, "This offer represents good value for Baltek's shareholders. In reviewing our projected short term and long term stock valuation, our projected capital requirements Capital requirements

Financing required for the operation of a business, composed of long-term and working capital plus fixed assets.
 and the needs of our customers, the Board believes it is in the best interests of Baltek to enter into this agreement with Alcan and we recommend acceptance of Alcan's offer."

This transaction will provide the customers of Baltek and Alcan with significant benefits. For approximately 8 years Alcan Composites and Baltek have cooperated in marketing and distribution in the US. By combining the employees, resources and product lines of Alcan Composites and Baltek, customers in the transportation, marine, wind power generation and construction markets will be able to purchase a broad range of core materials from one source.

Phoenix Security Corp., a subsidiary of Laidlaw Global Corporation, which has acted as financial advisor to Baltek, has issued a fairness opinion Fairness Opinion

A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition.

Notes:
A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition.
 in connection with the merger. The completion of the merger is subject to the approval of Baltek's stockholders.

As soon as practicable, Baltek will file a proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 with the Securities and Exchange Commission relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the merger and will mail the proxy statement to its stockholders. Baltek will schedule a special meeting of its stockholders to vote on a proposal to approve the Merger Agreement and the transactions it contemplates. Baltek's Board has unanimously recommended that the stockholders approve the Merger Agreement. Alcan has entered into a voting agreement with members of the Kohn family in which they have agreed to vote in favor of the Merger Agreement.

When available, Baltek's stockholders will be able to obtain a free copy of the proxy statement to be filed with the Securities and Exchange Commission at the SEC's website at www.sec.gov. The proxy statement and other documents filed with the Securities and Exchange Commission by Baltek may also be obtained free of charge from Baltek by directing a request to Baltek Corporation, 10 Fairway Court, P.O. Box 195, Northvale, NJ 07647.

THE PROXY STATEMENT SHOULD BE READ CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS RELATING TO THE MERGER TRANSACTION DESCRIBED ABOVE WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

BALTEK CORPORATION is a world-class manufacturer and distributor of balsa wood Noun 1. balsa wood - strong lightweight wood of the balsa tree used especially for floats
balsa

Ochroma lagopus, balsa - forest tree of lowland Central America having a strong very light wood; used for making floats and rafts and in crafts
 products and other structural core materials, including PVC PVC: see polyvinyl chloride.
PVC
 in full polyvinyl chloride

Synthetic resin, an organic polymer made by treating vinyl chloride monomers with a peroxide.
 Foam and non-woven mat products.

Forward Looking Statements

Certain statements in this press release, the Company's quarterly report on Form 10-Q Form 10-Q

See 10-Q.
, the 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.
, the Company's press releases or in reports to stockholders constitute forward-looking statements within the meaning of 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. Such statements relate to, among other things, industries in which the Company operates, the U.S. and global economies, earnings, cash flow and operating performance and may be indicated by words or phrases such as "anticipates," "supports," "plans," "projects," "expects," "should," "forecast," "believe," "management is of the opinion" and similar words or phrases. Forward-looking statements are subject to inherent uncertainties and risks, including among others: general industry trends and growth rates Growth Rates

The compounded annualized rate of growth of a company's revenues, earnings, dividends, or other figures.

Notes:
Remember, historically high growth rates don't always mean a high rate of growth looking into the future.
 and economic conditions as they affect demand for our customers' products and continued demand by our customers. In addition, the consumption of the merger depends on the Company's compliance with other closing conditions as set forth in the Agreement and Plan of Merger and filed as an Exhibit to the Company's Form 8-K Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 8-K.
 on the date hereof. In addition, such statements could be affected by general domestic and international economic conditions. The list of factors presented here should not be considered to be a complete list of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

In light of these risks and uncertainties, actual events and results may vary significantly from those expressed or implied by such statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results and readers are cautioned not to place undue reliance on such forward-looking statements. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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Publication:Business Wire
Geographic Code:1USA
Date:Mar 5, 2003
Words:857
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