API Technologies has announced a definitive agreement to be acquired by an affiliate of private equity firm J. F. Lehman & Company ("JFLCO"), which specializes in the aerospace, maritime and defense industries.
Under the terms of the agreement, a newly formed affiliate of JFLCO will acquire all of the outstanding shares of API Technologies' common stock for $2.00 per share in cash in a merger transaction. The cash consideration represents a premium of approximately 98% to API's closing share price on February 26, 2016 and a 74% premium to its weighted average trading price over the trailing 30 days. The transaction is expected to close in the second fiscal quarter of 2016. Under the new ownership, API will have the liquidity and capital structure needed to execute on API’s various business improvement and growth plans which will create a stronger business for their customers and employees alike.
The agreement, which is subject to customary closing conditions, including the expiration of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, was unanimously approved by the Board of Directors of API Technologies, and was approved by a written consent of the stockholders of API Technologies holding a majority of API Technologies' outstanding shares. The Company has delayed filing of its Form 10-K for the year ending November 30, 2015 with the Securities and Exchange Commission (SEC) due to the timing of the negotiations of the merger agreement. The Company intends to file the Form 10-K promptly within the 15 day extension period provided under SEC rules.
Jefferies LLC is acting as financial advisor and Wilson Sonsini Goodrich & Rosati, Professional Corporation, is acting as legal advisor to API Technologies.
