FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--
Cyalume Technologies Holdings, Inc. (OTCQB:CYLU) (the "Company" or
"Cyalume") today announced the signing of a definitive agreement and
plan of merger, pursuant to which Cyalume will be acquired by an
affiliate of Arsenal Capital Partners ("Arsenal") in an all-cash
transaction. The total cash consideration to be paid by the purchaser in
the transaction is $45 million, subject to certain adjustments set forth
in the merger agreement, which includes the repayment of outstanding
indebtedness of the Company. The deal is expected to close in September
2017, subject to the satisfaction of the closing conditions set forth in
the merger agreement. Upon completion of the transaction, the management
team will remain in place.
Zivi Nedivi, Cyalume President and CEO, commented "We are very pleased
to announce this transaction with Arsenal, as we believe it affords us
the opportunity to both deliver a return to many of our various stake
holders that have supported Cyalume over the past several years and
positions the Company for continued growth and future success." Dale S.
Baker, Chief Operating Officer, added "We are very excited to have
Arsenal as our partner and we are confident that with their strategic
and financial support we will be able to significantly accelerate our
growth in the specialty chemical, pharmaceutical and medical product
Sal Gagliardo, Industry and Operations Partner at Arsenal, said "Cyalume
has a strong brand and long-term relationships with blue chip customers.
Given its robust portfolio of technologies, we expect that Cyalume will
serve as a platform for further acquisitions in the specialty chemicals
and performance polymers sector. We look forward to partnering with the
Cyalume team to expand the Company's capabilities." Roy Seroussi,
Principal at Arsenal, added "The investment in Cyalume represents an
opportunity for Arsenal to leverage its industry knowledge and operating
expertise in the formulated materials sector to support the Company's
Terms of the Agreement
Under the terms of the merger agreement, each outstanding share of
Cyalume common stock and preferred stock will be converted into the
right to receive an amount in cash calculated in accordance with the
terms of the merger agreement, other than any shares held by
stockholders who are entitled to and who properly demand appraisal
rights, in each case subject to the terms and conditions of the merger
agreement. Cyalume currently estimates that, if the closing of the
transaction were to occur on August 31, 2017, the total amount to be
paid to holders of Cyalume's common stock would be approximately $5.8
million, or approximately $0.2081 per share of common stock. However,
because this amount is based on Cyalume's current estimates of
deductions from the purchase price, including its outstanding closing
indebtedness, transaction expenses, closing working capital and other
amounts described in the merger agreement, and because Cyalume does not
know the actual date on which the closing will occur or actual amounts
of the corresponding deductions, the actual portion of the purchase
price payable to holders of common stock could be different.
Stockholders affiliated with certain directors of the Company who hold
the requisite percentage of Cyalume shares of voting stock to approve
the transaction have executed a written consent approving the
transaction, thereby providing the required stockholder approval for
this transaction. As a result, no further action by other stockholders
of Cyalume is required to approve the transaction, but consummation of
the transaction remains subject to certain closing conditions as set
forth in the merger agreement. The merger agreement was unanimously
recommended by a special committee of Cyalume's Board of Directors and
was then approved by Cyalume's full Board.
Greenberg Traurig serves as legal counsel to Cyalume, and Cassel
Salpeter & Co., LLC acts as financial advisor to the special committee
of the Board of Directors of Cyalume, in connection with the
transaction. DLA Piper LLP (US) serves as legal counsel to Arsenal
Capital Partners in connection with the transaction.
About Cyalume Technologies Holdings, Inc.
Cyalume produces specialty chemicals, pharmaceutical components, designs
and manufactures unique related products and does sub-contract
manufacturing of components for use in pharmaceutical, medical,
commercial and military markets. The company is headquartered in Ft.
Lauderdale, FL and has manufacturing locations in West Springfield, MA
and Bound Brook, NJ as well as a subsidiary, Cyalume Technologies, SAS
located in Aix-en-Provence, France. The company sells to the US Military
and other militaries and to major pharmaceutical and medical device
companies throughout the world.
About Arsenal Capital Partners
Established in 2000, Arsenal Capital Partners is a leading New York
based private equity firm that specializes in investments in middle
market specialty industrials and healthcare companies. Since inception,
Arsenal has raised institutional equity investment funds of
approximately $3 billion. Arsenal invests in industry sectors in which
the firm has significant prior knowledge and experience and seeks
companies typically in the range of $100 - $500 million of initial
enterprise value. The firm works with management teams to build
strategically important companies with leading market positions, high
growth, and high value-add. For additional information on Arsenal
Capital Partners, please visit www.arsenalcapital.com.
Additional Information and Where to Find It
In connection with the proposed merger transaction, Cyalume will prepare
an information statement for the stockholders of Cyalume to be filed
with the Securities and Exchange Commission (the "SEC") and will mail
the information statement to its stockholders and file other documents
regarding the proposed transaction with the SEC as well. Cyalume
urges investors and stockholders to read the information statement when
it becomes available, as well as other documents filed with the SEC with
respect to the transaction, because they will contain important
information. Investors and security holders will be able to receive
the information statement and other documents free of charge at the
SEC's web site, http://www.sec.gov,
or from Cyalume at 910 SE 17th Street, Suite 300, Fort
Lauderdale, Florida 33316.
Forward Looking Statements
Information provided and statements contained in this press release that
are not purely historical are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements include, without
limitation, statements regarding Cyalume's anticipated future
performance, the amount to be paid to holders of Cyalume's common stock
in connection with the proposed transaction, and the expected timing of
the closing of the proposed transaction. These statements often include
words such as "approximately," "believe," "expect," "anticipate,"
"intend," "plan," "estimate" or similar expressions. Accordingly,
readers are cautioned that any such forward-looking statements are not
guarantees of future performance and are subject to certain risks,
uncertainties and assumptions that are difficult to predict, including,
without limitation, the expected closing date of the transaction; the
possibility that the proposed transaction does not close, including, but
not limited to, due to the failure to satisfy the closing conditions in
the merger agreement; and the outcome of potential litigation Additional
factors that could cause results to differ materially from those
described in the forward-looking statements can be found in Cyalume's
2016 Annual Report on Form 10-K and other filings with the SEC available
at the SEC's website (http://www.sec.gov).
Although Cyalume believes that the expectations reflected in such
forward-looking statements are reasonable as of the date made,
expectations may prove to have been materially different from the
results expressed or implied by such forward-looking statements. Cyalume
disclaims any obligation to update its view of any such risks or
uncertainties or to announce publicly the result of any revisions to the
forward-looking statements made in this press release.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170808005857/en/
Cyalume Technologies Holdings, Inc.
Source: Cyalume Technologies Holdings, Inc.
News Provided by Acquire Media