PHONETICS ANNOUNCES MERGER AGREEMENT
PHONETICS ANNOUNCES MERGER AGREEMENT ASTON, Pa., Nov. 15 /PRNewswire/ -- Phonetics, Inc. (OTC) today
announced that it has entered into a merger agreement with a company recently formed by a group consisting of Kenneth E. Blanchard, Phonetics' president and chairman of the board; Steven V. Sanislo Jr., formerly a director and a substantial stockholder of Phonetics; and John H. Toal, formerly a director of Phonetics.
Pursuant to the merger agreement, all of Phonetics' stockholders other than the acquiring group will be entitled to receive $.55 for each share of Phonetics' outstanding stock. On Nov. 14, 1991, Phonetics' board of directors received the opinion of the Legg Mason Wood Walker, Inc. investment banking firm that the proposed merger, including the $.55 per share price, is fair from a financial point of view. The merger is subject to several conditions, including the approval of Phonetics' stockholders and the consummation of certain financing arrangements. As a result of the merger, Phonetics will be wholly owned by Blanchard, Sanislo and Toal, and there will be no further trading market for Phonetics' common stock, which is currently traded in the over-the-counter market through the "pink sheets." Phonetics said it expects to commence shortly, mailing to its stockholders of record as of Nov. 8, 1991, proxy materials for a special meeting of stockholders to be held on Dec. 11, 1991. At that meeting, stockholders will be asked to approve the merger. /delval/ -0- 11/15/91 /CONTACT: Kenneth E. Blanchard, president and chairman of the board of Phonetics, 215-558-2700/ CO: Phonetics, Inc. ST: Pennsylvania IN: SU: TNM JS-KA -- PH011 -- 1466 11/15/91 10:49 EST
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|Date:||Nov 15, 1991|
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