Joule (AMEX:JOL)
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JOULE Inc. Announces Going Private Merger Agreement at $1.70 Per Share
EDISON, N.J., March 19 /PRNewswire-FirstCall/ -- JOULE Inc. announced today
that it has entered into an Agreement and Plan of Merger (the "Merger
Agreement") with JAC Acquisition Company, Inc., ("JAC") a Delaware corporation
owned by Emanuel N. Logothetis, the founder, Chairman of the Board and Chief
Executive Officer of JOULE, members of his immediate family and John G. Wellman,
Jr., President and Chief Operating Officer of JOULE (collectively, the "JAC
Group").
If the merger is consummated, JAC will merge with and into JOULE, with JOULE as
the surviving corporation. Each share of JOULE common stock, other than shares
of common stock held by the JAC Group, which will be contributed to JAC
immediately prior to the Merger in exchange for shares of JAC common stock, and
shares of common stock held by stockholders who perfect appraisal rights under
Delaware law, will be converted into the right to receive the merger
consideration of $1.70 per share in cash, without interest. The common stock of
JOULE will cease to be listed on the American Stock Exchange, JOULE will cease
to file periodic reports with the Securities and Exchange Commission ("SEC") and
JOULE will be a privately-held company owned solely by the members of the JAC
Group.
The special committee of independent directors of JOULE (the "Special
Committee"), which had been appointed to review the initial proposal by the JAC
Group to take JOULE private through a cash tender offer followed by a short-form
merger, was reconstituted on January 15, 2004 to review, and make
recommendations with respect to, the previously announced merger proposal made
by the JAC Group at $1.54 per share as an alternative going-private transaction.
Following discussions between the members of the Special Committee and the JAC
Group, the merger consideration was increased to $1.70 per share. The Special
Committee received an opinion from Updata Capital, Inc., its independent
financial advisor, that the $1.70 per share merger consideration is fair, from a
financial point of view, to stockholders of JOULE other than the JAC Group.
Based on such opinion and other factors considered by the Special Committee, the
Special Committeedetermined that the merger is fair to the unaffiliated
stockholders of JOULE and recommended that the board of directors approve the
Merger Agreement. The board of directors of JOULE, with the two members who are
members of the JAC Group who participated in the meeting abstaining, approved
the Merger Agreement.
The merger consideration represents a 30.8% premium over the closing price of
JOULE common stock on August 20, 2003, the last full trading day before the
public announcement of the JAC Group's original proposal to take JOULE private,
a 58.9% premium over the average closing price of JOULE common stock between
January 1, 2003, and August 20, 2003 and a 63.5% premium over the average
closing price of JOULE common stock for the twelve-month period ended August 20,
2003.
The members of the JAC Group, who together own approximately 71.6% of the
outstanding common stock of JOULE, intend to adopt the Merger Agreement by
written consent in their capacity as the holders of in excess of a majority of
the outstanding JOULE common stock. Although the approval of the other
stockholders of JOULE is not required in order to complete the merger, JOULE is
required to file certain information with the SEC and to provide its
stockholders with an information statement prior to completing the merger. The
merger is conditioned on, among other things, the board of directors of JOULE or
the Special Committee not having withdrawn or materially modified its approval
and recommendation of the Merger Agreement. There can be no assurance that the
merger will be consummated.
JOULE will promptly file a preliminary information statement and related
materials with the SEC. Upon the expiration of the applicable period to permit
the SEC to review the preliminary information statement, JOULE will file with
the SEC and mail to JOULE's stockholders a definitive information statement.
The definitive information statement will contain important information
regarding the merger, including the recommendation of theSpecial Committee and
the approval of the board of directors of JOULE in respect of the Merger
Agreement. It is anticipated that the merger will be consummated promptly after
the expiration of the twenty-day waiting period following the mailing of the
definitive information statement required by applicable law. Stockholders of
JOULE are advised to read carefully the definitive information statement and
related materials, and any amendments or supplements thereto, which may be
obtained without chargeat the SEC's website at http://www.sec.gov/ as they
become available.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of JOULE. This news release includes forward-looking statements
within the meaning of the federal securities laws that are subject to risks and
uncertainties, including the inability to satisfy the financing and other
conditions to any proposed transaction, general economic conditions and other
factors that may be identified in filingsmade with the SEC by JOULE or the JAC
Group.
JOULE Inc. is a staffing company providing a variety of technical, commercial
and industrial services. JOULE Inc. operates 15 branch offices, primarily in
the greater New Jersey area as well as Alabama, Illinois and Massachusetts.
DATASOURCE: JOULE Inc.
CONTACT: Tom Long of D.F. King & Co., Inc., +1-212-493-6920, for JOULE
Inc.