Cybex International, Inc., the manufacturer of exercise equipment, said its board of directors has authorized the company to enter into a “going private” merger agreement pursuant to which each of its outstanding shares of common stock – other than shares owned by its largest shareholder, UM Holdings, Ltd.
The acquirers would include UM’s subsidiaries and shareholders, which include John Aglialoro, Cybex’s chairman and CEO, and Joan Carter, a director of the company will be converted into $2.55 per share payable in cash. This transaction will be effectuated by means of a merger of a newly-formed, wholly-owned subsidiary of UM into Cybex pursuant to an Agreement and Plan of Merger. Following this merger, the company will be solely owned by UM, Aglialoro and Carter, who currently collectively own approximately 49.5 percent of the company’s common stock.
The merger price reflects a 89 percent premium over the closing price of the company’s common stock on October 16, 2012.
The company’s board of directors formed a special committee of three independent directors to consider the merger transaction and to negotiate the price per share and the terms of the merger on behalf of the company. The special committee retained an independent financial advisor and legal counsel to assist it in its work. Based upon the recommendation of the special committee, which in turn received a fairness opinion from its financial advisor, the board of directors approved the merger agreement and determined that the Merger Agreement and the merger transaction contemplated by it are fair to, and in the best interests of, the public shareholders of Cybex.
Consummation of the merger is subject to various conditions, including approval of the Merger Agreement by the affirmative vote of two-thirds of all outstanding shares and a majority of the shares held by the public shareholders, and consummation of financing the costs of the merger. While there can be no assurance that the merger will be approved by the shareholders or consummated, the company anticipates that it will seek approval of the merger at a special Shareholders Meeting to be held during the first quarter of 2013 and that the transaction will close shortly thereafter.
If the merger is approved and consummated, all outstanding shares of the company’s common stock (other than shares held by UM Holdings, its subsidiaries, and Mr. Aglialoro and Ms. Carter) will be acquired for $2.55 per share. Its shares will be deregistered under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the company will no longer be subject to the reporting requirements of the Exchange Act, and the shares will no longer trade on any market.
UM Holdings, Mr. Aglialoro and Ms. Carter have advised the company that they are interested only in pursuing the proposed merger transaction and that they are not interested in selling their stake in the company or considering any strategic transaction involving the company, other than the merger. They also have advised the company that they intend to vote their shares in favor of the merger.
