Cohesant (NASDAQ:COHT)
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Cohesant Technologies Inc. (Nasdaq: COHT)(“Cohesant”)
today announced that a special meeting of stockholders will be held on
February 27, 2008 to consider the proposal to approve and adopt the
previously disclosed merger agreement providing for the merger of
Cohesant with a wholly-owned subsidiary of Graco Inc. Pursuant to the
merger agreement, each outstanding share of Cohesant Common Stock will
be converted into a minimum of $9.05 and a maximum of $9.55 in cash,
without interest. The exact value of the merger consideration will
depend primarily on the dollar amount of transactional expenses and
borrowed indebtedness retained by Cohesant following its acquisition by
Graco. It is anticipated that, assuming the merger agreement is approved
by stockholders, the merger will completed immediately following the
stockholders’ meeting. Proxy materials are
expected to be mailed to stockholders later this week.
Cohesant further announced that the previously announced taxable
dividend of one share of its CIPAR Inc. subsidiary for each share of
Cohesant common stock outstanding will be paid on February 27, 2008 to
stockholders of record on February 26, 2008. Payment of the dividend is
subject to completion of the merger.
Forwarding Looking Statement
Except for the factual information contained herein, the matters set
forth in this press release, including statements identified by words
such as "expects" "anticipates" and similar expressions are
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995,
including Section 27A(i) of the "safe harbor" provisions of the
Securities Act of 1933 and Section 21E(i) of the Securities Exchange Act
of 1934. These forward-looking statements are made subject to
significant risks and uncertainties that could cause actual results to
differ materially from those stated. You should not place undue reliance
on these forward-looking statements, which speak only as of the date of
this press release. Cohesant undertakes any obligation to publicly
release any revisions to these forward looking statements to reflect
events or circumstances after the date of this press release or to
reflect the occurrence of unanticipated events.
Merger/Special Dividend Information
In connection with the proposed merger with Graco Inc., the Company has
filed a proxy statement/information statement with the SEC. Stockholders
and investors are advised to read the proxy statement/information
statement because it will contain important information about the
merger, the Company, and CIPAR. Stockholders and investors may obtain a
free copy of the proxy statement/information statement and other
documents (including CIPAR’s Form 10-SB) filed
by the Company and CIPAR with the SEC at the SEC's web site at www.sec.gov.
Free copies of the proxy statement/information statement and the
Company's other filings with the SEC, may also be obtained from the
Company at www.cohesant.com by
clicking on the "Investors" tab and then following the link at
"Financial Information" to "SEC Filings." Free copies of the Company's
filings may be obtained by directing a written request to 5845 W. 82nd
St., Indianapolis, IN 46278, Attention: Corporate Secretary or by
telephone at 317-871-7611.
Participants in the Solicitation
The Company and its directors, executive officers and other members of
its management may be deemed to be soliciting proxies from the Company's
stockholders in favor of the merger. Investors and stockholders may
obtain more detailed information regarding the direct and indirect
interests in the merger of persons who may, under the rules of the SEC,
be considered participants in the solicitation of the Company's
stockholders in connection with the merger by reading the proxy
statement regarding the merger which has been filed with the SEC.
Information about the Company's directors and executive officers may be
found in the Company's definitive proxy statement filed with the SEC on
May 4, 2007. These documents will be available free of charge once
available at the SEC's web site at www.sec.gov
or by directing a request to the Company as described above.