Lunn LUVS TPG! (lifted from the 500 page filing )
Reasons for the Merger; Recommendations of the Lunn and TPG Boards of Directors
Lunn Reasons for the Merger. The Lunn Board of Directors believes
that the best way to maximize the prospects of enhancing stockholder value over
the long-term is to merge Lunn with another entity that (i) has operations in
the advanced composite structures industry, (ii) is profitable, (iii) has
significant prospects for future growth and (iv) has the ability to increase
Lunn's market capitalization such that it may permit the Combined Company Common
Stock to be listed for trading on the Nasdaq National Market. In the opinion of
the Lunn Board of Directors, the proposed Merger fits within these parameters.
In reaching its conclusion, the Lunn Board of Directors considered
a number of factors, including, among others:
- The Combined Company's greater geographic scope and
diversification of revenue sources;
- The Combined Company's more extensive product line to fulfill
a wider range of customer requirements;
- The Combined Company's greater management and operational
resources;
- The Combined Company's anticipated long-term administrative
efficiencies;
- The strengthened management and technical staffs of the
Combined Company that will help accelerate the development
and expansion of new products; and
- The Combined Company's increased market capitalization and
the potential to list the Combined Company Common Stock on
the Nasdaq National Market, which will provide stockholders
of the Combined Company with increased liquidity and enhanced
market visibility.
However, in addition to considering the foregoing benefits of the
proposed Merger, the Lunn Board of Directors also considered certain risks
associated with the proposed Merger. Such risks include the substantial
diversion of the management of Lunn from the ordinary course of conduct of
Lunn's business, and the incurrence of certain fees and expenses in connection
with pursuing the proposed Merger, including fees related to the delivery of the
Fairness Opinion, as well as legal, accounting and other fees. If the Merger is
not consummated, payment of such fees and expenses could strain Lunn's capital
resources. The Lunn Board of Directors has determined that the benefits to
stockholders of the proposed Merger outweigh such risks. |
