Chatwins Group makes announcement.PITTSBURGH--(BUSINESS WIRE)--July 16, 1998--Chatwins Group, Inc, today announced that the closing of its prospective merger into Reunion Industries, Inc., previously scheduled for Aug. 5, 1998, will be delayed. Chatwins cited the pace of continuing discussions relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the refinancing Refinancing An extension and/or increase in amount of existing debt. of the combined company as the reason for the delay. Although a new closing date has not yet been scheduled, Chatwins announced that Chatwins and Reunion intend to proceed with the merger as expeditiously ex·pe·di·tious adj. Acting or done with speed and efficiency. See Synonyms at fast1. ex as possible. Chatwins' stockholders, noteholders and warrantholders will be notified when the closing is rescheduled. Chatwins also announced that, in light of this delay, it will afford the holders of its outstanding warrants additional time to exercise the warrants. The warrants were previously scheduled to lapse if not exercised on or before July 15, 1998. Chatwins has suspended this deadline and will notify its warrantholders when a new deadline is fixed. On March 31, 1998, Chatwins notified its warrantholders that because of the announcement of its prospective merger with Reunion, Chatwins' registration statement on Form S-1 filed with the SEC could not be used in connection with any resale of these restricted securities. For the same reasons Chatwins' registration statement covering these securities remains unavailable until further notice. Accordingly, any transactions in Chatwins' warrants or the common stock into which the warrants are convertible, other than the conversion itself, must meet the conditions of Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. or another exemption from the registration requirements of the Securities Act of 1933. Chatwins announced that it will update and restore the availability of this registration statement in the event that the merger with Reunion is delayed significantly beyond Aug. 5, 1998. Finally, Chatwins announced that it has been named as a defendant in a class action lawsuit class action lawsuit A lawsuit in which one party or a limited number of parties sue on behalf of a larger group to which the parties belong. For example, investors may bring a class action lawsuit against a brokerage firm that has actively promoted a tax filed in the Court of Chancery court of chancery n. pl. courts of chancery A court with jurisdiction in equity. Noun 1. court of chancery - a court with jurisdiction in equity chancery of the State of Delaware by a stockholder of Reunion, purportedly on behalf of all the public stockholders of Reunion, seeking to prevent or rescind To declare a contract void—of no legal force or binding effect—from its inception and thereby restore the parties to the positions they would have occupied had no contract ever been made. rescind v. the merger and/or obtain damages from Reunion, Chatwins and the directors of Reunion on account of the merger. The lawsuit essentially alleges that based on the relative values of Reunion and Chatwins, the public shareholders of Reunion would be excessively diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. in the merger as compared with the shareholders of Chatwins. Chatwins believes that the exchange ratio fixed for the merger fairly reflects the relative values of Chatwins and Reunion based on the assumptions made. Chatwins therefore believes that this lawsuit is without merit and intends to pursue its dismissal vigorously. Chatwins, headquartered at 300 Weyman Plaza, Suite 340 Pittsburgh, Pennsylvania “Pittsburgh” redirects here. For the region, see Pittsburgh Metropolitan Area. Pittsburgh (pronounced IPA: /ˈpɪtsbɚg/) is the second largest city in the Commonwealth of Pennsylvania. 15236, manufactures and markets a broad range of industrial products in a variety of industries.
CONTACT: Russell S. Carolus
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