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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Portec Rail Products, Inc. (MM) | NASDAQ:PRPX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.79 | 0 | 01:00:00 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| the Company has entered into an agreement for the divestiture of certain assets in connection with obtaining the DOJ clearance to close the Offer and the Merger; | ||
| the Company believes that there is a reasonable likelihood that the Offer will be closed within the next two weeks, and that the Merger could be closed by the end of December, whereas the Second Sentinel Proposal indicates (i) that Sentinel |
would intend to complete its initial due diligence in a period of 30 days, (ii) that after such period, Sentinel would seek to enter into a letter of intent, and (iii) that Sentinel would expect to complete its remaining due diligence, negotiate and prepare documentation, obtain committed financing and be in a position to sign a definitive merger agreement within an additional 45 days; |
| the Second Sentinel Proposal in no way obligates Sentinel to enter into a definitive agreement, and a letter of intent would not obligate Sentinel to enter into a binding definitive agreement; | ||
| the timeframe set forth in the Second Sentinel Proposal is significantly longer than the current expected timeframe of the consummation of the Offer and the Merger with Foster, and the Second Sentinel Proposal carries greater risk of delays and non-completion because of the lack of completed due diligence and the need to agree in principal to terms of a transaction, negotiate a new definitive agreement and obtain shareholder approval; | ||
| the Second Sentinel Proposal does not obligate Sentinel to execute a definitive agreement at any price, including the price set forth therein, which exposes the Company to pricing risk as well as risk of delay and non-completion; | ||
| the Company has incurred significant expense in connection with the Foster Offer, and would expect to incur significant additional expense in connection with negotiating the terms of and consummating a transaction pursuant to the Sentinel Proposal; | ||
| the Second Sentinel Proposal indicates that Sentinel factored the potential liability related to the Troy, New York properties into its valuation subject to completion of confirmatory due diligence, whereas Foster has completed its confirmatory due diligence related to the Troy, New York property prior to arriving at its valuation; | ||
| the Second Sentinel Proposal indicated that an unspecified portion of the financing for the purchase of the Companys shares would consist of third-party debt, whereas Foster has sufficient cash on hand to consummate the Offer and the Merger; | ||
| although the Second Sentinel Proposal indicated that Sentinel has strong relationships with leading middle market lenders, the Second Sentinel Proposal indicated that committed financing would be available after the completion of due diligence and did not indicate that debt financing had been secured; | ||
| a transaction pursuant to the Second Sentinel Proposal would be contingent upon completion of due diligence review and financing, whereas the Foster offer is fully negotiated and agreed upon, subject only to customary closing conditions, and possibly approval of the Companys shareholders; | ||
| if the Company engaged in further discussions with Sentinel, Foster could have grounds to allege that the Company had breached its obligations under the Merger Agreement; | ||
| as of the date of the Boards consideration of the Second Sentinel Proposal, approximately 59% of the Companys outstanding shares had been tendered to Foster pursuant to the Offer, with additional tenders expected subsequent to the execution of the agreement to divest certain assets; |
| termination of the Merger Agreement and the Offer could expose the Company to shareholder claims; and | ||
| the Company would be obligated, pursuant to the terms of the Merger Agreement, to pay a termination fee of $3,373,000. |
PORTEC RAIL PRODUCTS, INC.
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By: | /s/ John N. Pesarsick | |||
John N. Pesarsick | ||||
Chief Financial Officer | ||||
1 Year Portec Rail Chart |
1 Month Portec Rail Chart |
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