Calnetics-Summa merger agreement.CHATSWORTH, Calif.--(BUSINESS WIRE)--March 26, 1997--Calnetics Corp. (NNM NNM Network Node Manager NNM NASDAQ National Market (financial) NNM National Nutrition Month (March; American Dietetic Association) NNM Naryan-Mar (Russia) NNM Net New Money : CALN) of Chatsworth and Summa sum·ma n. pl. sum·mas or sum·mae A comprehensive treatise, especially in philosophy or theology. [Medieval Latin, from Latin, the whole; see sum1.] Industries (NNM:SUMX) of Torrance, Calif. announce that they have entered into a definitive agreement for the merger of Calnetics with and into a new subsidiary of Summa for a combination of cash, debentures and common stock. Under the negotiated terms, each share of Calnetics common stock would be converted into the right to receive $1.25 cash, $2.25 payable pursuant to a 10-year, 5.5 percent subordinated convertible debenture Convertible Debenture Any type of debenture that can be converted into some other security. Notes: For example, a convertible bond can be converted into stock. and a portion of a share of Summa common stock determined by dividing $4.25 by the average price of Summa common stock in a future period to be defined, but not less than 0.57 nor more than 0.77 of a share. The debentures will be issued in $1,000 denominations which will be convertible at the rate of $8.00 into 125 shares during the first 3 years, and at the rate of $10.00 into 100 shares thereafter. The consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the transaction is subject to several conditions including the approval of the shareholders of both companies at meetings expected to be held in June 1997. At Feb. 28, 1997, 3,023,799 shares of Calnetics common stock were outstanding and 4,070,250 shares of Summa common stock were outstanding. For the fiscal year ended June 30, 1996, Calnetics earned $1,672,000 or 55 cents per share Cents per share The amount of a mutual fund's dividend or capital gains distributions that a shareholder will receive for each share owned. on sales of $35,194,000. For the fiscal year ended Aug. 31, 1996, Summa earned $803,000 or 50 cents per share on sales of continuing operations continuing operations Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the of $12,742,000. In November 1996, Summa acquired LexaLite International Corp., a private company, for stock. For the fiscal year ended June 30, 1996, LexaLite earned $1,588,000 on sales of $36,089,000. For the six months ended Dec. 31, 1996, Calnetics earned $763,000 or 24 cents per share on sales of $17,032,000. For the six months ended Feb. 28, 1997, Summa earned $842,000 or 29 cents per share on sales of $16,651,000. Closing prices on the Nasdaq National Market on March 26, 1997 were $6.38 for Calnetics common stock and $5.63 for Summa common stock. Calnetics and Summa are both holdings companies with headquarters in the Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. area, whose subsidiaries primarily manufacture industrial and commercial plastic components. CONTACT: Calnetics Corp. Clinton G. Gerlach/Trygve M. Thoresen 818/886-9819 |
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