Greenbriar Equity Group said Thursday that an affiliate has extended its tender off for all outstanding shares of EDAC Technologies Co. to 5 p.m.on Monday, May 6. GB Aero Engine in March reportedly agreed to buy EDAC in a deal valued at $100 million. MidOcean Partners had pitched a rival $105 million bid for EDAC but pulled the offer, the Wall Street Journal has reported.
Greenbriar Equity Group LLC (“Greenbriar”) announced today that GB Aero Engine Merger Sub Inc., a wholly owned subsidiary of GB Aero Engine LLC and an affiliate of Greenbriar, has extended the tender offer for all outstanding shares of common stock of EDAC Technologies Corporation (“EDAC”) to 5:00 pm, New York City time, on Monday, May 6, 2013, unless further extended.
The tender offer has been extended to allow investors to consider revised disclosures in an amendment to EDAC’s Solicitation/Recommendation Statement on Schedule 14D-9.
The tender offer was previously scheduled to expire at 5:00 pm, New York City time, on April 30, 2013. All other terms and conditions of the tender offer remain unchanged. The depositary for the tender offer has advised Greenbriar that, as of 4:30 pm, New York City Time, on April 23, 2013, stockholders of EDAC validly tendered approximately 2,988,376 shares of EDAC common stock (not counting as validly tendered, shares that were tendered through notice of guaranteed delivery and not actually delivered) representing approximately 56% of the EDAC shares outstanding.
The tender offer is being made in accordance with the previously announced Agreement and Plan of Merger, dated March 17, 2013, by and among GB Aero Engine LLC, GB Aero Engine Merger Sub Inc. and EDAC (the “Merger Agreement”). As previously announced, pursuant to the Merger Agreement, the tender offer was commenced on March 26, 2013 to acquire all of the outstanding shares of common stock of EDAC for $17.75 per share, net to the seller in cash without interest and less any required withholding taxes.
Stifel, Nicolaus & Company, Incorporated is serving as exclusive financial advisor and Robinson & Cole LLP is serving as legal counsel to EDAC Technologies Corporation. Kirkland & Ellis LLP is serving as legal counsel to Greenbriar Equity Group LLC.
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of EDAC.
Cautionary Statement Regarding Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995; including forward-looking statements regarding the anticipated acquisition of EDAC by an affiliate of Greenbriar. These forward-looking statements may be identified by words such as “plans,” “seeks,” “projects,” “expects,” “believes,” “may,” “anticipates,” “estimates,” “should,” and other similar expressions. Each of these forward-looking statements are subject to risks and uncertainties. Actual results or developments may differ materially from those, express or implied, in these forward-looking statements. There are a number of important factors that may cause differences between current expectations and actual results or developments, including risks and uncertainties associated with the anticipated