TurboSonic Technologies, Inc. (TSTA), a global provider of clean air technologies, today announced that, following extensive negotiations, it has entered into a definitive merger agreement to be acquired by MEGTEC Systems, Inc. (“MEGTEC”). Upon consummation of the merger, TurboSonic stockholders will receive $0.21 in cash for each share of the Company”s common stock. The price of $0.21 per share represents a premium of 110% over the Company”s closing price of $0.10 per share, on October 9, 2012, the last trading day prior to the execution of the merger agreement.
The Board of Directors of the Company, acting upon the unanimous recommendation of a Special Committee of independent directors, unanimously approved and adopted the merger agreement and has recommended that stockholders of the Company vote to adopt the merger agreement. After careful consideration and a thorough review with its independent financial advisor, the Special Committee determined that the proposed transaction is in the best interests of the stockholders of the Company. The Special Committee”s independent financial advisor, Houlihan Capital, LLC, has delivered an opinion to the effect that, as of October 10, 2012, the merger consideration is fair, from a financial point of view, to the stockholders of the Company. This determination by the Special Committee”s financial advisor was based on, and is subject to, assumptions and limitations set forth in its opinion.
The founder, executive officers and directors of the Company, who currently own in the aggregate approximately 20.6% of the Company”s outstanding shares, have agreed with MEGTEC to vote their respective shares in favor of adoption of the merger agreement.
Under the terms of the merger agreement, the Company is permitted to solicit alternative acquisition proposals from third parties through October 24, 2012 and intends to consider any such proposals. After that time and until November 7, 2012, the Company may, subject to certain conditions, continue negotiations with any person who has submitted a written alternative acquisition proposal by October 24, 2012 that the Special Committee believes is a superior proposal to the proposed merger with MEGTEC. In addition, subject to the terms of the merger agreement, the Company may respond to unsolicited alternative acquisition proposals. There can be no assurance that any such proposal will be received or that any proposal will result in an alternative acquisition transaction. Subject to the terms of the merger agreement, under certain circumstances a break-up fee may be payable to MEGTEC in connection with the termination of the merger agreement.
The Company has retained Houlihan Capital, LLC to assist the Special Committee in evaluating any alternative acquisition proposals. Persons interested in submitting an alternative acquisition proposal should contact Andrew D. Smith, President of Houlihan Capital, LLC by telephone at (312) 450-8610 or by e-mail at ASmith@houlihan.com.