Crompton & Knowles and Uniroyal Chemical report progress on merger.STAMFORD and MIDDLEBURY, Conn.--(BUSINESS WIRE)--June 4, 1996-- Crompton & Knowles Corp. and Uniroyal Chemical Corp. announced progress on several fronts related to the previously announced merger of the two specialty chemical A Specialty chemical is a chemical produced for a specialized use. They are produced in lower volume than bulk chemicals, of which petrochemicals, made from oil feedstocks, are the most common. However, both are produced in a chemical plant. companies. Crompton & Knowles announced that it has obtained a commitment letter from Citicorp USA Inc. and Citicorp Securities Inc. for new credit facilities credit facilities npl → facilidades fpl de crédito credit facilities npl → facilités fpl de paiement credit facilities in the aggregate amount of $600 million. The new facilities will be used to replace certain bank credit facilities of Crompton & Knowles' and Uniroyal's operating subsidiary An operating subsidiary is a business term frequently used within the United States railroad industry. In the case of a railroad, it refers to a company that is a subsidiary but operates with its own identity and rolling stock. , Uniroyal Chemical Company Inc., to pay transaction costs Transaction Costs Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it). related to the merger and for general corporate purposes. The facilities can also be used to purchase any of the 9 percent Senior Notes of Uniroyal Chemical Company Inc. that the company may be required to purchase as a result of the merger. Uniroyal Chemical Corp. announced that it has begun soliciting consents of holders of record on May 5, 1996, of its 12 percent Subordinated Discount Notes Due 2005, its 11 percent Senior Subordinated Notes Due 2003 and its 10-1/2 percent Senior Notes Due 2002 to waive To intentionally or voluntarily relinquish a known right or engage in conduct warranting an inference that a right has been surrendered. For example, an individual is said to waive the right to bring a tort action when he or she renounces the remedy provided by law for such certain provisions of the indentures governing the Notes in connection with the merger. Uniroyal is seeking waiver of compliance with covenants requiring Uniroyal to offer to purchase the Notes at a purchase price equal to 101 percent of the principal amount thereof plus accrued interest Accrued Interest The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date. There are two methods for calculating accrued interest: 1) 360-day year method, used for corporate and municipal bonds. in the event of a change of control of Uniroyal. Uniroyal is offering to pay holders of the Notes who validly consent $1.25 per $1,000 of the principal amount of the Notes they hold if sufficient consents are obtained to give effect to the waiver. Consents must be received by June 25 for a noteholder to be entitled 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: to payment, which will be made following consummation of the merger. Crompton & Knowles also disclosed that in order to qualify the proposed merger for pooling-of-interests accounting treatment, it intends to sell 1 million shares of common stock prior to the effective date of the merger. Crompton & Knowles and Uniroyal Chemical Corp. have each set June 4, 1996, as the record date for determining stockholders of record entitled to vote on approval of the merger at special meetings to be scheduled by each company. The dates of the special meetings have not yet been fixed. CONTACT: Crompton & Knowles Corp., Stamford Peter Barna, 203/353-5432 or Uniroyal Chemical Corp., Middlebury Alexander R. Castaldi, 203/573-3239 or Bibelnieks Associates Inc., New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of Yanis Bibelnieks, 212/949-2295 |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion