To: J.F. who wrote (1907 ) 1/28/2000 9:19:00 AM From: Jack Ucci Read Replies (1) | Respond to of 1923
Here's the news: AGREEMENT WITH VERITAS CAPITAL Fri Jan 28 08:15:00 EST 2000 ROSWELL, Ga., Jan 28, 2000 /PRNewswire via COMTEX/ -- Advanced Technical Products, Inc. (Nasdaq: ATPX), and representatives of The Veritas Capital Fund, L.P., an affiliate of which had been party to the merger agreement (the "Buyer"), announced today that, due to recent developments at ATP's Alcore Division, they have mutually terminated the merger agreement entered into in September 1999 without liability to either party. The parties have simultaneously entered into a new merger agreement pursuant to which the stockholders of ATP will receive in cash $12.75 per share, without interest. The new merger agreement is subject to, among other things, stockholder approval, delivery to and acceptance by the Buyer of ATP's December 31, 1999 audited financial statements and the Buyer's ability to arrange financing. The Buyer will have ten days to terminate the new merger agreement after receiving the audited financial statements, and if it does not terminate within that ten-day period, the Buyer must promptly provide ATP with reasonable evidence that the Buyer has obtained financing. If the Buyer does not terminate the agreement within the ten-day acceptance period, the Buyer will be obligated to pay to ATP a cash amount of $3,000,000 if the Buyer does not obtain financing on or before June 30, 2000. ATP designs, develops and manufactures advanced composite based materials and products from continuous high strength fibers which optimize structural performance while minimizing the components' weight. ATP believes it is one of a very few with the ability to utilize multiple processes, such as, autoclave lamination, filament winding, resin transfer molding and metal bonding. Using these processes, the Company manufactures products for the aerospace and defense markets, as well as for commercial applications including oil and gas tubulars and fuel tanks for Natural Gas Vehicles. The Company is also a leader in the development and production of chemical defense systems. This press release includes forward-looking statements regarding the present intentions and expectations of management of ATP. Certain factors beyond ATP's control could cause results to differ materially from those in these forward-looking statements. Among these risk factors are the possibility that the sale of Advanced Technical Products may not close due to the failure to satisfy certain conditions including the satisfactory completion of certain regulatory, third party and stockholder approval. Other risk factors include general market conditions, dependence on the aerospace and defense industries, the level of military expenditures and competition in the markets for ATP's products, are more fully described in ATP's Form 10-K and other documents filed with the Securities and Exchange Commission. SOURCE Advanced Technical Products, Inc. (C) 2000 PR Newswire. All rights reserved. prnewswire.com Questions or comments should be directed to webmaster@ragingbull.com Comtex End-User Agreement ¸ 1997-2000 Raging Bull, Inc.