Coyote Sports to Combine With Royal Precision Creating a Unique Platform in the Golf Shaft Equipment Market.BOULDER, Colo. and SCOTTSDALE, Ariz.--(BUSINESS WIRE)--Jan. 19, 1999--Coyote Sports Inc. (Nasdaq:COYT) and Royal Precision Inc. (Nasdaq:RIFL RIFL Rapid Integration Flow Language RIFL Reversible In-Flight Lock ) Tuesday announced that their respective boards of directors have unanimously approved a letter of intent pursuant to which Royal Precision will combine with Coyote Sports, joining two global leaders in the design and manufacture of steel and graphite golf shafts The shaft of a golf club is the long, cylindrical piece - generally made of steel or graphite - which connects the golfer’s hands to the club head. While hundreds of different designs exist, the primary purpose of the golf shaft remains the same - to provide the player with a . The combined companies had annual sales of approximately $65 million in 1998. Under the terms of the transaction, Royal Precision shareholders would receive one share of a new class of Coyote Convertible Preferred Stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". for each share of Royal Precision common stock they own. The Convertible Preferred Stock would have a redemption price Redemption price See: Call price redemption price 1. The price at which an open-end investment company will buy back its shares from the owners. In most cases, the redemption price is the net asset value per share. 2. of $6.00 per share and would be convertible into Coyote common stock representing, in the aggregate, 50% of the Coyote common stock outstanding on the closing date of the transaction, after giving effect to such conversion. James M. Probst, president and chief executive officer of Coyote Sports said: "The combination of Coyote Sports with Royal Precision will enhance the combined entities strategic position as a leading supplier of golf shafts. This combination is a major step toward developing a unique platform in the golf club shaft market, with strong positions in both the steel and graphite shaft markets as well as in golf grips through Royal Grip. Further, the combination is a significant step towards achieving our other strategic objectives of improving profitability and stability of revenues and cash flows." Raymond J. Minella, chairman of Royal Precision said: "We are excited about the opportunity to combine our two businesses. This transaction will provide Royal Precision shareholders with a significant equity interest in a larger and stronger combined entity with the accompanying improved long-term growth potential. We look forward to working with Coyote Sports and its management team to successfully integrate our two companies for the benefit of our shareholders, customers and employees." Completion of the transaction is subject to the completion of the parties' respective due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , the negotiation and execution of a definitive agreement, required approvals of shareholders of both companies, the expiration of any applicable waiting periods under the antitrust laws antitrust laws n. acts adopted by Congress to outlaw or restrict business practices considered to be monopolistic or which restrain interstate commerce. The Sherman Antitrust Act of 1890 declared illegal "every contract, combination.... , registration of the shares of Coyote Sports' preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. issuable in the transaction under the securities laws, and other customary closing conditions. The transaction is anticipated to close in the second quarter of 1999. Coyote Sports Inc. is a diversified sports manufacturing company that specializes in golf shafts (Apollo(r) and Unifiber(r)), cycling (Reynolds(r) premium cycle tubing), and the manufacture of advanced composite materials composite material or composite, any material made from at least two discrete substances, such as concrete. Many materials are produced as composites, such as the fiberglass-reinforced plastics used for automobile bodies and boat hulls, but the used for sporting goods Noun 1. sporting goods - sports equipment sold as a commodity commodity, trade good, good - articles of commerce sports equipment - equipment needed to participate in a particular sport products. Royal Precision Inc. is the designer and manufacturer of the high-quality and innovative Rifle(tm) golf club shaft, featuring the company's Frequency Coefficient Matching(r) technology (FCM FCM See: Futures commission merchant FCM See futures commission merchant (FCM). ), designed to provide consistent flex characteristics to all clubs in a golfer's bag. Royal Precision is also the designer and distributor of Royal Grip(r) golf club grips, offering a wide variety of standard and custom models, all of which feature a distinctive feel, appearance and durability; and the manufacturer and distributor of the high-quality Roxxi(r) athletic headware product line. Certain statements contained herein 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 forward looking statements involve numerous assumptions, known and unknown risks, uncertainties and other factors which may cause actual and future performance or achievements of Coyote Sports or Royal Precision, including with respect to the proposed combination, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such factors include, among other things, the following: achieving sales levels to fulfill revenue expectations; the absence of presently unexpected costs or charges, certain of which may be outside the control of Coyote Sports and Royal Precision; uncertainties involved in integrating the operations of Coyote Sports and Royal Precision; general economic and business conditions; and industry competition. Additional factors are detailed in Coyote Sports' and Royal Precision's public filings with the Securities and Exchange Commission. Coyote Sports and Royal Precision disclaim any responsibility to update any forward-looking statement forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. provided in this press release. This release is neither an offer to sell nor a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to buy securities of Coyote Sports Inc. or Royal Precision Inc., nor a solicitation of a proxy from any holder of securities of Coyote Sports Inc. or Royal Precision Inc. Any such offer or solicitation will only be made in compliance with applicable securities laws. |
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