Rotonics Manufacturing Completes Merger Transaction and Will Cease to Trade Publicly.GARDENA, Calif. -- Rotonics Manufacturing Inc. (AMEX AMEX See: American Stock Exchange :RMI (Remote Method Invocation) A standard from Sun for distributed objects written in Java. RMI is a remote procedure call (RPC), which allows Java objects (software components) stored in the network to be run remotely. ) today announced the completion of a merger between RMI Minnesota Corporation and RMI, through which each issued and outstanding share of RMI's common stock has been converted into the right to receive $3.00 in cash without interest (other than shares of RMI's common stock held by RMI Minnesota's parent corporation and by RMI's stockholders who have perfected their appraisal rights Appraisal rights A right of shareholders in a merger to demand the payment of a fair price for their shares, as determined independently. under Delaware law, if any). RMI Minnesota Corporation is a wholly-owned subsidiary of Rotonics Holdings Corporation, a Minnesota corporation newly formed by Spell Capital Partners Fund III, L.P. and affiliated entities, formed for the purpose of effecting the merger. RMI Minnesota Corporation merged with and into RMI, with RMI remaining as the surviving corporation. As a result of the transaction, RMI's common stock will cease trading on the AMEX and will be delisted today. Following the merger, RMI will continue its operations as a privately held company privately held company A firm whose shares are held within a relatively small circle of owners and are not traded publicly. . American Stock Transfer & Trust Company was appointed as paying agent Paying Agent An agent who accepts payments from the issuer of a security and then distributes the payments to the holders of the security. Also known as a "disbursing agent. for payment of the merger consideration. RMI anticipates that the paying agent will contact stockholders soon with instructions on how to receive payment for their shares. Stockholders do not need to take any action regarding their shares until contacted by the paying agent. Learn more about Rotonics and its multitude of rotonically processed plastic products on its website at www.rotonics.com. FORWARD-LOOKING STATEMENTS 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. Except for historical information, the matters discussed in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and involve risks and uncertainties. Information about the Company set forth in this press release is forward-looking and actual results could differ materially from expected results. These risks are more fully disclosed in the Company's filings with the U.S. Securities and Exchange Commission, including without limitation the Company's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for fiscal year 2006. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release. |
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