RTI Inc. in agreement to sell assets to SteriGenics International.ROCKAWAY Rockaway, narrow peninsula, c.10 mi (16 km) long, SW Long Island, SE N.Y., in Queens borough of New York City. Separating Jamaica Bay from the Atlantic Ocean and isolated from the rest of New York City, the densely populated peninsula owes its growth to road and rail , N.J.--(BUSINESS WIRE)--Feb. 27, 1996--RTI Inc. (Nasdaq: "RTII RTII Research Triangle Institute International RTII Rti Interrupt ") announced that it has entered into an agreement with SteriGenics International pursuant to which, subject to various conditions, including approval of the proposed transaction by RTI's shareholders, SteriGenics will acquire substantially all of RTI's assets, will lease RTI's Rockaway property, and will assume certain RTI RTI - Return from interrupt liabilities. Upon completion of the transaction, SteriGenics will operate RTI's gamma irradiation facilities in Rockaway and Salem, New Jersey Salem is a City in Salem County, New Jersey, United States. As of the United States 2000 Census, the city population was 5,857. It is the county seat of Salem CountyGR6. The name Salem is related to the Hebrew word shalom, meaning peace. and in Alamance County, North Carolina North Carolina, state in the SE United States. It is bordered by the Atlantic Ocean (E), South Carolina and Georgia (S), Tennessee (W), and Virginia (N). Facts and Figures Area, 52,586 sq mi (136,198 sq km). Pop. . As part of the transaction, SteriGenics has agreed to purchase, for $236,000, 118,000 shares of a newly authorized class of RTI 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. having an 8% dividend rate. Such shares, which are redeemable under certain circumstances, will be convertible into an equal number of shares of RTI Common Stock, and will constitute approximately 9.9% of RTI's voting securities. Upon closing of the transaction, RTI will cease its contract irradiation business and receive a cash purchase price approximately equivalent to the book value of its transferred assets, net of its assigned liabilities, which RTI anticipates should approximate in excess of $3.5 million, prior to payment of 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). and liabilities RTI will be required to pay at the closing of the transaction and thereafter. In addition to such cash assets, RTI will retain title to its Rockaway property, which is on the national priorities list as a "superfund site", and will lease to SteriGenics that portion of such property on which its irradiation facility is located. RTI does not anticipate making any distribution of assets to its shareholders until after removal of its Rockaway property from the national priorities list, which RTI believes may take at least five years. RTI is in the process of evaluating possible alternative uses of its cash assets after closing the SteriGenics transaction. Closing of the transaction is subject to a number of conditions, including obtaining the approval of two-thirds of RTI's shareholders. Certain shareholders of RTI, holding approximately 25% of the outstanding voting securities, are expected to enter into voting agreements with SteriGenics to vote for the transaction, which has been approved by the RTI Board of Directors. RTI intends to call a shareholders meeting to approve the transaction after satisfactory completion of SteriGenics' 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. review, which is expected to take 30 to 90 days. Under this timetable, the transaction is not expected to close before this summer. SteriGenics has been granted an option to purchase RTI's North Carolina facility in the event that the SteriGenics transaction is not approved by the RTI shareholders and RTI closes an alternative transaction for the sale of its other assets other assets Assets of relatively small value. For financial reporting purposes, firms frequently combine small assets into a single category rather than listing each item separately. . RTI today released its preliminary results for 1995, which indicated that on net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight of approximately $4.35 million, RTI lost approximately $525,000. "Losses are expected to continue into 1996," said Theo Muller, RTI's president, "as a result of severe price competition due to excess industry capacity." Muller, in commenting on the proposed transaction, stated that "we are pleased to enter into this agreement with SteriGenics. We believe this transaction is in the best interests of RTI's shareholders, employees and customers. SteriGenics' operating strength and quality reputation should further enhance the business that we have built over the years." James F. Clouser, president of SteriGenics, stated that "this acquisition will enable SteriGenics to both expand its geographic reach and draw closer to the company's goal of developing a national network of quality, service-oriented, gamma sterilization sterilization Any surgical procedure intended to end fertility permanently (see contraception). Such operations remove or interrupt the anatomical pathways through which the cells involved in fertilization travel (see reproductive system). facilities. We have been provided with an opportunity to significantly expand our gamma sterilization capabilities and locations. We're looking forward to completing this transaction and working with RTI's customers and dedicated employees." RTI provides contract gamma irradiation services from three facilities, located in New Jersey (two) and North Carolina. SteriGenics provides contract gamma irradiation services from six facilities located in, California (two), Texas, Illinois, Ohio and North Carolina and has two new facilities currently under construction. CONTACT: RTI Inc. Theo W. Muller, 201/625-8400 or SteriGenics International James F. Clouser Edward Miller There are several articles about people with the name, Edward Miller:
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