CEMTREX ANNOUNCES REVISED EXCHANGE OFFER FOR KEY TRONIC CORP. VALUED AT $11 PER SHARE
October 23 2017 - 8:31AM
Cemtrex, Inc. (Nasdaq: CETX, CETXP, CETXW) today announced a
revised exchange offer, valued substantially higher at $11 per
share, to acquire Key Tronic Corporation (Nasdaq: KTCC) by offering
to exchange each outstanding share of Key Tronic common stock for
one series 2 unit consisting of (i) one $10 4% debenture due 2024
and (ii) one third (1/3rd) share of Cemtrex common stock. The
purpose of the offer is for Cemtrex to acquire control of, and
ultimately the entire interest in Key Tronic.
Exchange
Price: 1
share of KTCC common stock for each CETX Series 2 Unit
Every Cemtrex series 2 unit offered for each
outstanding share of Key Tronic common stock will consist of the
following:
- One $10 principal amount of Cemtrex's 4% subordinated debenture
due 2024, and
- One third (1/3rd) share of Cemtrex common stock
On Friday, October 20th:
KTCC closed at $6.91 per
share of common stock.
CETX
closed at $2.92 per share of common stock
This revised offer with Cemtrex’s series 2 units
equals $11 per KTCC share which represents an approximate 59%
premium to Friday’s $6.91 closing price of Key Tronic’s common
shares.
The Cemtrex debenture will pay quarterly interest,
be subordinated only to senior bank indebtedness, contain certain
covenants and are intended to be listed for trading on OTC, or
NASDAQ, as appropriate. Cemtrex will seek to get them trading as
soon as reasonably possible post closing. All fractional shares of
Cemtrex stock shall be adjusted up or down to a whole number.
Cemtrex believes its business model and financial
resources would construct an optimal platform for the combined
company to create long-term value for all stockholders.
This revised exchange offer is the first step in
Cemtrex’s plan to acquire all of the outstanding shares of Key
Tronic, which may not be completed through this offering and may be
accomplished through one or more transactions following this
offering although no assurance can be given that Cemtrex will be
able to gain control of Key Tronic. The complete terms and
conditions of the exchange offer shall be set forth in an amended
Form S-4 registration statement when filed, with the Securities and
Exchange Commission.
About the Exchange Offer
The exchange offer is conditioned upon, among other
things, the registration statement for the issuance of Cemtrex
debentures and common stock in the exchange offer being declared
effective by the Securities and Exchange Commission and, to the
extent required by the rules of the Nasdaq Stock Market,
stockholder approval of the issuance of Cemtrex securities in the
offer, which the executive officers and directors of Cemtrex have
the voting power to approve. A registration statement relating to
these securities has been filed with the Securities and Exchange
Commission but has not yet become effective. These securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective.
This press release is for informational purposes
only and is neither an offer to sell nor a solicitation of an offer
to buy any securities. Any exchange offer will be made only through
a registration statement and related materials. Investors and
stockholders of Key Tronic are advised to read this registration
statement and other disclosure materials (including other
disclosure materials when they become available) carefully because
they will contain (and will contain) important information.
Investors and stockholders may obtain a free copy of the disclosure
materials and other documents filed by Cemtrex with the Securities
and Exchange Commission at the SEC’s website at www.sec.gov.
A free copy of the disclosure materials and other documents of
Cemtrex may also be obtained from Cemtrex upon request by directing
such request to Okapi Partners LLC, the Exchange Agent for the
exchange offer:
Okapi Partners LLC1212 Avenue of the Americas,
24th FloorNew York, NY 10036Banks and brokerage firms, please call:
(212) 297-0720Stockholders and all others call toll-free: (855)
208-8901Email: cemtrex@okapipartners.com
About
Cemtrex
Cemtrex, Inc. (NASDAQ:CETX) is an international
diversified industrial and manufacturing company that provides a
wide array of solutions to meet today’s technology challenges.
Cemtrex provides manufacturing services of advanced custom
engineered electronics design and manufacturing services,
comprehensive industrial services, monitoring instruments for
industrial processes and environmental compliance, and systems for
controlling particulates, hazardous gases, emissions of Greenhouse
gases, and other regulated pollutants. The Company is also in the
process of developing its own proprietary IoT and wearable devices.
For more information about Cemtrex, please visit
www.cemtrex.com.
Forward-Looking
Statements
This release contains forward-looking statements relating to
Cemtrex’s exchange offer for all of the outstanding shares of Key
Tronic common stock and Cemtrex’s expectations with regard to the
proposed transaction. These forward-looking statements are
based on Cemtrex’s current intent, expectations, estimates and
projections and are not guarantees of future performance.
These statements involve risks, uncertainties, assumptions and
other factors that are difficult to predict and that could cause
actual results to vary materially from those expressed in or
indicated by them. In addition, some factors are beyond
Cemtrex’s control. Factors that could cause actual results to
differ materially from the statements made in this release include,
among others: (i) the willingness of Key Tronic shareholders to
tender their shares in the exchange offer and the number and timing
of shares tendered; (ii) the satisfaction, or waiver by Cemtrex to
the extent legally permissible, of all conditions to the exchange
offer; (iii) Cemtrex’s and Key Tronic’s ability to receive any and
all necessary approvals, including any necessary governmental or
regulatory approvals; and (iv) other factors as described in
filings with the Securities and Exchange Commission, including the
factors to be discussed under the heading “Risk Factors” in
Cemtrex’s registration statement on Form S-4 as filed with the
Securities and Exchange Commission.
Investor Relations
Cemtrex, Inc.
Phone: 631-756-9116
investors@cemtrex.com
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