VAN DORN ANNOUNCES COMPLETION OF MERGER WITH SUBSIDIARY OF CROWN CORK & SEAL COMPANY, INC.
CLEVELAND, April 16 /PRNewswire/ -- Van Dorn Company (NYSE: VDC) announced that the merger of Van Dorn with a subsidiary of Crown Cork & Seal Company, Inc. was completed today. As a result of the merger, the former shareholders of Van Dorn are entitled to receive in exchange for each Van Dorn common share, at their election, (1) $21 in cash, (2) a number of shares of Crown common stock equal to the exchange ratio, or (3) a combination of cash and Crown common stock, subject to a limitation that not more than 20 percent of the aggregate merger consideration be paid in cash. In accordance with the merger agreement, the exchange ratio has been set at .542, which is the quotient (rounded to the nearest thousandths) of $21 divided by the average closing price per share of Crown common stock reported by the NYSE for composite transactions for the most recent 20 days on which trading of Crown common stock occurred prior to April 15. Accordingly, all Van Dorn shareholders who have not submitted cash elections will receive .542 shares of Crown common stock for each Van Dorn common share owned by them when the merger became effective. Cash elections, which were required to be submitted prior to the Special Meeting of Van Dorn's shareholders held on April 6, were received from the holders of approximately 43.3 percent of the outstanding Van Dorn common shares. Due to the limitation on the amount of cash that may be paid in the merger, only a pro-rata portion of those shares will be converted into cash, and the balance of those shares will be converted into Crown common stock at the exchange ratio. Guy P. Wyser-Pratte, who previously filed a suit against Van Dorn and its shareholders seeking to recover $499,282.30 in proxy expenses and $1.1 million for benefits to Van Dorn's shareholders he contends resulted from his actions, has filed a motion for a temporary restraining order to block the payment to Van Dorn's shareholders of $2 million of the merger consideration pending the resolution of the dispute with him. A hearing on the motion is scheduled for Monday, April 19, 1993. Van Dorn and Crown have agreed not to distribute any of the merger consideration to Van Dorn's shareholders prior to that hearing. Van Dorn's management believes that Wyser-Pratte's claims are without merit and will ask the court not to delay distribution of the merger consideration any further. Van Dorn shareholders should not send their share certificates to Van Dorn. In the near future, a letter of transmittal and instructions for exchanging share certificates will be sent to all Van Dorn shareholders who have not previously elected to receive cash. -0- 4/16/93 /CONTACT: Thomas R. Miklich, Executive Vice President, Van Dorn Company, 216-447-8777/ (VDC)
CO: Van Dorn Company; Crown Cork & Seal ST: Ohio IN: SU: TNM
LC -- CL008 -- 6666 04/16/93 10:30 EDT
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|Date:||Apr 16, 1993|
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