SYS-CON MEDIA Authors: Elizabeth White, Liz McMillan, Pat Romanski, Esmeralda Swartz, Kevin Jackson

News Feed Item

ALDILA Signs Merger Agreement with Mitsubishi Rayon America; Board Recommends Stockholder Approval at December 27, 2012, Stockholder Meeting

POWAY, Calif., Dec. 4, 2012 /PRNewswire/ -- ALDILA, INC. (OTCQX:ALDA) announced today that Aldila has signed a merger agreement (the "Merger Agreement") with Mitsubishi Rayon America, Inc. ("MRA"). The Merger Agreement provides that upon the effectiveness of the merger, Aldila's stockholders will receive cash consideration of $4.00 per share, representing a total purchase price of approximately $22 million for Aldila's common shares and a premium of 60% above Aldila's share price of $2.50 at the close of trading on December 3, 2012.

The Merger Agreement provides for the merger of Aldila with a wholly-owned subsidiary of MRA. In the merger Aldila will continue as the surviving corporation and will become a wholly-owned subsidiary of MRA. MRA is a wholly-owned subsidiary of Mitsubishi Rayon Co., Ltd. ("MRC") and part of the Mitsubishi Chemical group.

Aldila's Board of Directors ("Board") unanimously approved the merger and recommends that Aldila's stockholders approve the merger. The Merger Agreement is the culmination of a strategic review undertaken by Aldila and its exclusive financial advisor, B. Riley & Co. The Board concluded that a sale would be in the best interest of Aldila and its stockholders because joining with MRC will better enable Aldila to capitalize on Aldila's business opportunities offered by the growing demand for carbon fiber based materials in a number of industries. The sale is at a price that the Board believes is attractive to the stockholders and will allow Aldila to leverage MRC's resources to more effectively take advantage of the business opportunities open to Aldila.

"Aldila will be joining a world class Advanced Composite Materials company that is fully integrated from the base raw material acrylonitrile, precursor, carbon fiber and prepreg materials. MRC also offers a leading global graphite golf shaft product line-up under the Mitsubishi Rayon brand. We see unique synergies and opportunities for growing our two business segments of Composite Products and Composite Materials by joining with Mitsubishi Rayon," said Peter Mathewson, Aldila's CEO.

The Board has scheduled a stockholders meeting to be held on December 27, 2012, with a record date of November 21, 2012, for the stockholders to act on and approve the merger. The terms of the merger will be described in the proxy statement for the special meeting, which will be sent to Aldila's stockholders and is expected to be mailed on or about December 6, 2012. Aldila's directors and senior officers and certain stockholders, who collectively hold 2,274,378 shares, or approximately 41%, of Aldila's issued and outstanding Common Stock have entered into a Voting Agreement with MRA and are committed to voting their shares in support of the Merger Agreement.

The Merger Agreement is subject to customary closing conditions, including applicable government and regulatory filings and approvals.  The merger will close once the shareholders approve the merger and the other closing conditions are satisfied.

About Aldila

Aldila, Inc. is one of the world's largest manufacturers of carbon fiber shafts.  Aldila, Inc. is a designer, manufacturer and marketer of carbon-based composite products and materials used in various end markets. Aldila's competencies are the development of carbon-based composites and the implementation of manufacturing processes that support the commercialization of these composites. Aldila is a vertically-integrated supplier of composites across three primary end markets: carbon-based pre-impregnated composite fibers, graphite golf shafts and archery products.

You may find additional information about Aldila's business, financial results and operations in Aldila's annual report and quarterly reports, on Aldila's website at www.aldila.com and on the OTCQX.com website. Aldila's annual report to stockholders for the fiscal year ended December 31, 2011, and quarterly reports through the quarter ended September 30, 2012, have been filed with the OTCQX and are available on Aldila's website and on the OTCQX.com website.

About MRA

Mitsubishi Rayon America Inc. is a wholly owned subsidiary of Mitsubishi Rayon Co., Ltd. MRA's business is centered around MMA (methyl methacrylate) and AN (acrylonitrile) business complexes as basic raw materials and finished products. For more information, visit http://www.mrany.com.

About MRC

Mitsubishi Rayon Co., Ltd. is a wholly owned subsidiary of Mitsubishi Chemical Holdings Corporation.  MRC's business is centered around chemical and plastics, fibers, carbon fibers and composite materials, and aqua businesses.  For more information, visit http://www.mrc.co.jp

This press release contains forward-looking statements based on Aldila's expectations as of the date of this press release. These statements necessarily reflect assumptions that Aldila makes in evaluating its expectations as to the future. Forward-looking statements are necessarily subject to risks and uncertainties, including those relating to the closing of the proposed merger. Aldila's actual future performance and results could differ from that contained in or suggested by these forward-looking statements as a result of a variety of factors. Aldila's filings with the Securities and Exchange Commission (for filings prior to its move to OTCQX U.S. Premier) and OTC Disclosure and News Service present a detailed discussion of the principal risks and uncertainties related to Aldila's future operations. In particular the Annual Report for the year ended December 31, 2011, and Quarterly Reports and Current Reports, discuss Aldila's business, financial condition, and risk factors. All of may be obtained on the OTCQX U.S. Premier website, which can be found at www. OTCQX.com, or at Aldila's website, www.aldila.com.

SOURCE ALDILA, INC.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
The Industrial Internet revolution is now underway, enabled by connected machines and billions of devices that communicate and collaborate. The massive amounts of Big Data requiring real-time analysis is flooding legacy IT systems and giving way to cloud environments that can handle the unpredictable workloads. Yet many barriers remain until we can fully realize the opportunities and benefits from the convergence of machines and devices with Big Data and the cloud, including interoperability, ...
The move in recent years to cloud computing services and architectures has added significant pace to the application development and deployment environment. When enterprise IT can spin up large computing instances in just minutes, developers can also design and deploy in small time frames that were unimaginable a few years ago. The consequent move toward lean, agile, and fast development leads to the need for the development and operations sides to work very closely together. Thus, DevOps become...
SYS-CON Media announced that Cisco, a worldwide leader in IT that helps companies seize the opportunities of tomorrow, has launched a new ad campaign in Cloud Computing Journal. The ad campaign, a webcast titled 'Is Your Data Center Ready for the Application Economy?', focuses on the latest data center networking technologies, including SDN or ACI, and how customers are using SDN and ACI in their organizations to achieve business agility. The Cisco webcast is available on-demand.
Datapipe has acquired GoGrid, a provider of multi-cloud solutions for Big Data deployments. GoGrid’s proprietary orchestration and automation technologies provide 1-Button deployment for Big Data solutions that speed creation and results of new cloud projects. “GoGrid has made it easy for companies to stand up Big Data solutions quickly,” said Robb Allen, CEO, Datapipe. “Datapipe customers will achieve significant value from the speed at which we can now create new Big Data projects in the clou...
IoT is still a vague buzzword for many people. In his session at @ThingsExpo, Mike Kavis, Vice President & Principal Cloud Architect at Cloud Technology Partners, discussed the business value of IoT that goes far beyond the general public's perception that IoT is all about wearables and home consumer services. He also discussed how IoT is perceived by investors and how venture capitalist access this space. Other topics discussed were barriers to success, what is new, what is old, and what th...
The Internet of Things (IoT) is rapidly in the process of breaking from its heretofore relatively obscure enterprise applications (such as plant floor control and supply chain management) and going mainstream into the consumer space. More and more creative folks are interconnecting everyday products such as household items, mobile devices, appliances and cars, and unleashing new and imaginative scenarios. We are seeing a lot of excitement around applications in home automation, personal fitness,...
Security can create serious friction for DevOps processes. We've come up with an approach to alleviate the friction and provide security value to DevOps teams. In her session at DevOps Summit, Shannon Lietz, Senior Manager of DevSecOps at Intuit, will discuss how DevSecOps got started and how it has evolved. Shannon Lietz has over two decades of experience pursuing next generation security solutions. She is currently the DevSecOps Leader for Intuit where she is responsible for setting and driv...
Dale Kim is the Director of Industry Solutions at MapR. His background includes a variety of technical and management roles at information technology companies. While his experience includes work with relational databases, much of his career pertains to non-relational data in the areas of search, content management, and NoSQL, and includes senior roles in technical marketing, sales engineering, and support engineering. Dale holds an MBA from Santa Clara University, and a BA in Computer Science f...
The Internet of Things (IoT) promises to evolve the way the world does business; however, understanding how to apply it to your company can be a mystery. Most people struggle with understanding the potential business uses or tend to get caught up in the technology, resulting in solutions that fail to meet even minimum business goals. In his session at @ThingsExpo, Jesse Shiah, CEO / President / Co-Founder of AgilePoint Inc., showed what is needed to leverage the IoT to transform your business. ...
SYS-CON Media announced today that PagerDuty has launched a popular blog feed on DevOps Journal. DevOps Journal is focused on this critical enterprise IT topic in the world of cloud computing. DevOps Journal brings valuable information to DevOps professionals who are transforming the way enterprise IT is done.
Things are being built upon cloud foundations to transform organizations. This CEO Power Panel at 15th Cloud Expo, moderated by Roger Strukhoff, Cloud Expo and @ThingsExpo conference chair, addressed the big issues involving these technologies and, more important, the results they will achieve. Rodney Rogers, chairman and CEO of Virtustream; Brendan O'Brien, co-founder of Aria Systems, Bart Copeland, president and CEO of ActiveState Software; Jim Cowie, chief scientist at Dyn; Dave Wagstaff, VP ...
SYS-CON Events announced today that CodeFutures, a leading supplier of database performance tools, has been named a “Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9–11, 2015, at the Javits Center in New York, NY. CodeFutures is an independent software vendor focused on providing tools that deliver database performance tools that increase productivity during database development and increase database performance and scalability during production.
Cloud Technology Partners on Wednesday announced it has been recognized by the Modern Infrastructure Impact Awards as one of the Best Amazon Web Services (AWS) Consulting Partners. Selected by the editors of TechTarget's SearchDataCenter.com, and by votes from customers and strategic channel partners, the companies acknowledged by the Modern Infrastructure Impact Awards represent the top providers of cloud consulting services for AWS including application migration, application development, inf...
Today’s enterprise is being driven by disruptive competitive and human capital requirements to provide enterprise application access through not only desktops, but also mobile devices. To retrofit existing programs across all these devices using traditional programming methods is very costly and time consuming – often prohibitively so. In his session at @ThingsExpo, Jesse Shiah, CEO, President, and Co-Founder of AgilePoint Inc., discussed how you can create applications that run on all mobile ...
SYS-CON Events announced today Isomorphic Software, the global leader in high-end, web-based business applications, will exhibit at SYS-CON's DevOps Summit 2015 New York, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Isomorphic Software is the global leader in high-end, web-based business applications. We develop, market, and support the SmartClient & Smart GWT HTML5/Ajax platform, combining the productivity and performance of traditional desktop software ...