Chatwins Group Announces Merger Agreement With Reunion Industries.PITTSBURGH--(BUSINESS WIRE)--June 9, 1998--Chatwins Group Inc. announced today that it has executed a Merger Agreement with Reunion Industries Inc. pursuant to which Chatwins would be merged with and into Reunion. In the merger, which is expected to be tax free to common stockholders of Chatwins, Reunion would issue up to 9,000,000 shares of its common stock to Chatwins common stockholders and approximately $8.3 million in three year notes to Chatwins preferred stockholders. The 38% of the outstanding Reunion common stock held currently by Chatwins would be cancelled. Reunion has filed a Registration Statement with the Securities and Exchange Commission relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the shares to be issued to Chatwins' stockholders. The Registration Statement has not yet been declared effective. Simultaneous with the merger Reunion will enter into a $127 million senior credit facility secured by substantially all the assets of the combined company. The proceeds will be used primarily to refinance Refinance 1. When a business or person revises their payment schedule for repaying debt. 2. Replacing an older loan with a new loan offering better terms. Notes: When a business refinances they typically extend the maturity date. the existing debt of Reunion and Chatwins, including Chatwins' $50 million of 13% Senior Notes due 2003. The transaction is subject to approval of Reunion stockholders and the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. of 1976. A meeting of Reunion's stockholders is expected to be held at the end of July 1998 to approve the transaction. Chatwins' stockholders have unanimously approved the transaction. In May 1993 Chatwins issued 50,000 Warrants each exercisable into one share of Chatwins common stock at $.01 per share. Chatwins previously notified its Warrantholders that effective March 31, 1998 the Form S-1 Registration Statement for these Warrants ceased to be effective. On June 5, 1998 Chatwins further notified the Warrantholders that the Warrants are now exercisable and that if not exercised within 30 days, the Warrants will lapse (language) LAPSE - A single assignment language for the Manchester dataflow machine. ["A Single Assignment Language for Data Flow Computing", J.R.W. Glauert, M.Sc Diss, Victoria U Manchester, 1978]. and become void in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with their terms. Shares of Chatwins common stock received upon exercise of the Warrants will entitle en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: the holders to receive shares of Reunion common stock in the Merger on the same terms as other common stockholders of Chatwins. Chatwins Group Inc. is a Pittsburgh based corporation which designs, manufactures and markets a broad range of fabricated fab·ri·cate tr.v. fab·ri·cat·ed, fab·ri·cat·ing, fab·ri·cates 1. To make; create. 2. To construct by combining or assembling diverse, typically standardized parts: and machined industrial parts and products, primarily for sale to original equipment manufacturers in a variety of industries. Chatwins files periodic reports in accordance with the Securities Act of 1934, as amended. Reunion Industries Inc. is a Stamford, Conn. based corporation primarily engaged in manufacturing high volume precision plastic products and providing engineered plastic services.
CONTACT: Russell S. Carolus
412/885-5501
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