(PR NEWSWIRE) Lunn Industries, Inc. Approves Merger with Technical Products G
GLEN COVE, N.Y., June 10 /PRNewswire/ -- Lunn Industries, Inc. (Nasdaq:
LUNN) announced today that its Board of Directors unanimously approved a
stock-for-stock merger with TPG Holdings, Inc., a private company primarily
engaged in the business of designing, developing and manufacturing advanced
composite material products for the aerospace and defense industries. The two
companies entered into an Acquisition Agreement and Plan of Merger pursuant to
which it is contemplated that TPG will be merged with and into Lunn through
the exchange of each company's stock such that the Lunn stockholders would
retain approximately 26% of the combined entity on a fully diluted basis.
Pursuant to such exchange, Lunn stockholders would receive one share of the
combined company's common stock in exchange for every ten outstanding shares
of Lunn's common stock and TPG stockholders would receive approximately 8.3
shares of the combined company's common stock in exchange for each outstanding
share of TPG common stock. The contemplated merger is subject to the approval
of the Lunn and the TPG stockholders, certain regulatory approvals, a
satisfactory intercreditor arrangement among the current bank lenders for Lunn
and TPG, and a number of other customary conditions.
The following sets forth TPG's selected historical financial statements as
well as the pro forma financial statements of the combined company as if the
merger had been effected January 1, 1996, for the 1996 year and the 1997 first
quarter periods.
Fiscal Year Ended December 31, 1996
Historical Combined
TPG Pro Forma
(in thousands)
Revenues $126,534 $144,632
Gross Profit 32,169 36,518
Income from operations 10,411 11,641
Net income (loss) 4,274 4,818
Income (loss) per share $8.55 $0.91
Weighted average shares
outstanding 500,000 5,310,140
Fiscal Quarter Ended
March 29, 1996 April 4, 1997
Historical Combined Historical Combined
TPG Pro Forma TPG Pro Forma
(in thousands)
Revenues $27,048 $31,261 $23,822 $28,842
Gross Profit 6,420 7,370 5,086 6,217
Income from operations 1,602 1,800 159 464
Net income (loss) $641 $713 $(196) $(76)
Income (loss) per share $1.28 $0.14 $(0.39) $(0.01)
Weighted average shares
outstanding 500,000 4,959,518 500,000 5,454,241
Fiscal Quarter Ended April 4, 1997
Historical Combined
TPG Pro Forma
(in thousands)
Working Capital $17,513 $22,749
Total Assets 42,148 64,480
Long-term liabilities 14,500 19,795
Redeemable 8% Cumulative
Preferred Stock 1,000 1,000
Stockholders' Equity $6,822 $20,810
Lunn believes that the merger with TPG will enhance stockholder value over
the long term as a result of a number of factors, including the combined
company's increased market capitalization which may permit the combined
company's common stock to be listed for trading on the Nasdaq National Market
System, its prospects for future growth, its greater geographic scope and
diversification of revenue sources.
Lunn Industries, Inc., and its wholly owned subsidiary, Alcore, Inc., are
diversified manufacturers of composite structures, bonded assemblies and
aluminum honeycomb for aerospace, transportation, construction, electronics
and defense industries. |
