Chatwins Reestablishes Merger Discussions With Reunion.PITTSBURGH--(BUSINESS WIRE)--Feb. 26, 1999--Chatwins Group Inc.,a privately held corporation Noun 1. privately held corporation - a corporation owned by a few people; shares have no public market close corporation, closed corporation, private corporation , announced today that it has reestablished merger discussions with Reunion Industries Inc. ("Reunion"). Reunion in a Stamford, Conn. based corporation currently engaged primarily in manufacturing high volume, precision plastic products and providing engineered plastic services. Reunion, however, has announced today that it has made a strategic decision to exit the plastics industry, has commenced discussions with a third party to sell its principal subsidiary, Oneida Rostone Corp. ("ORC Orc monstrous sea creature; devours human beings. [Ital. Lit.: Orlando Furioso] See : Monsters "), and has decided to redeploy re·de·ploy tr.v. re·de·ployed, re·de·ploy·ing, re·de·ploys 1. To move (military forces) from one combat zone to another. 2. its assets through the acquisition of manufacturing companies. Chatwins, which owns about 38 percent of Reunion's outstanding common stock, entered into a merger agreement with Reunion in May, 1998, pursuant to which Chatwins was to merge into Reunion in a stock for stock transaction. The merger was abandoned in the third quarter of 1998 because adverse changes in the financing markets made it impracticable 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 debt of the combined companies. Chatwins and Reunion management currently believe that the combined net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). of the ORC sale and additional identified financing sources will provide adequate funds for operations of the combined companies. If Chatwins and Reunion reach mutually agreeable terms for the merger, and other conditions are met, the merger could occur during the second quarter of 1999. The possible merger of Chatwins and Reunion is subject to, among other conditions, approval by the boards of directors and stockholders of Chatwins and Reunion. There can be no assurances that the merger will be agreed, approved or consummated con·sum·mate tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates 1. a. To bring to completion or fruition; conclude: consummate a business transaction. b. . Chatwins had previously notified its warrantholders that its registration statement on Form S-1 filed with the SEC could not be used in connection with any resale of its warrants or shares of its common stock underlying the warrants. Any transactions in Chatwins' warrants or common stock into which the warrants are convertible continue to require compliance with 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. Approximately 46,790 of Chatwins' original 50,000 warrants have been converted and the approximately 3,210 that have not been converted remain convertible. Chatwins, headquartered at 300 Weyman Plaza, Suite 340, Pittsburgh, Pa., 15236, through its six manufacturing divisions, 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 products in a variety of industries. |
|
||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion