Private equity firm MidOcean Partners has made a proposal to the board of directors of EDAC Technologies Corp. (EDAC), a diversified manufacturer of precision components for aerospace and industrial applications, to acquire all of its shares for $18.25 per share in cash.
EDAC said on March 18 that it entered into a definitive deal to be acquired by GB Aero Engine LLC, an affiliate of private equity firm Greenbriar Equity Group LLC, for an aggregate equity value of about $104.1 million. The acquisition will be for $17.75 per share in cash, it had said.
MidOcean Partners said its proposed transaction represents a $0.50 per share premium to the price offered by GB Aero Engine LLC, an affiliate of the Greenbriar Equity Group, in a transaction announced on March 18.
It also represents a 23.2 percent premium to the average closing per share price of EDAC over the 30 trading days ending March 15, which precede the announcement of the deal with Greenbriar.
The proposal, which is being made jointly with a large North American pension plan investment manager, is not subject to a financing condition.
In its letter to the board of directors of EDAC, MidOcean and its co-investor said they would be prepared to enter into an agreement to acquire EDAC on terms that are substantially similar to, and in the aggregate at least as favorable to EDAC as, those in EDAC's existing merger agreement with Greenbriar, including structuring the transaction as a cash tender offer.
"We have full confidence that the board of directors of EDAC Technologies will see the merits and strength of our proposal, and determine that it is a 'Superior Proposal' under their existing merger agreement with Greenbriar. We look forward to a constructive dialog with the board and to quickly reaching an agreement to acquire the company."
Gibson, Dunn & Crutcher LLP is acting as legal counsel to MidOcean and its co-investor.
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