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TERMIFLEX CORPORATION ANNOUNCES NEW MANAGEMENT PROPOSAL TO ACQUIRE BY MERGER ALL OUTSTANDING SHARES AND SUSPENSION OF QUARTERLY DIVIDEND

 MERRIMACK, N.H., Oct. 6 /PRNewswire/ -- The board of directors of Termiflex Corporation (NASDAQ: TFLX) announced today that Termiflex has received a new proposal from William E. Fletcher, the company's chief executive officer and largest stockholder, for a corporation to be formed by him to merge with the company. Pursuant to the new proposal, all of the outstanding shares of Termiflex's common stock would be converted into the right to receive, at the option of the stockholder, either (a) $2.75 in cash and $2.00 principal amount of ten percent subordinated debt of the surviving corporation or (b) $5.25 principal amount of ten percent subordinated debt of the surviving corporation. The proposal is subject to financing and to the approval of the holders of at least two-thirds of the company's outstanding common stock.
 The board of directors authorized the previously appointed special committee of independent outside directors, consisting of Vincent A. Fulmer, Frank Gabron, Edward Harwood, and Robert Shedd, to consider the proposal. Gabron serves as chairman of the committee.
 Fletcher, together with another stockholder of the company, had first proposed a merger transaction in August, 1993. Fletcher has been reevaluating his original proposal since the other stockholder determined not to participate in early September, 1993.
 The board of directors also announced today that, while Fletcher's proposal is being considered by the company, the company's regular quarterly dividend will be suspended. No dividend will be paid for the quarter ended Sept. 30, 1993. For the quarter ended June 30, 1993, the company had paid a $.04 per share dividend to stockholders.
 Termiflex Corporation, an ISO 9001 certified company, designs, manufactures and sells rugged, handheld and panel-mounted terminals used as operator control panels, service units and data acquisition devices with microprocessor-based commercial industrial and military equipment.
 -0- 10/6/93
 /CONTACT: William E. Fletcher of Termiflex Corporation, 603-424-3700/
 (TFLX)


CO: Termiflex Corporation ST: New Hampshire IN: CPR SU: TNM

SJ-CM -- NE004 -- 9211 10/06/93 09:13 EDT
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Publication:PR Newswire
Date:Oct 6, 1993
Words:329
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