Exhibit (a)(5)(K)
Greenbriar Announces Successful
Completion of Cash Tender Offer for Shares of EDAC Technologies Corporation
(RYE, NY, May 7, 2013) – Greenbriar Equity Group LLC (“Greenbriar”) announced today the successful completion of the tender offer by GB Aero Engine Merger Sub Inc., a wholly owned subsidiary of GB Aero Engine LLC and an affiliate of Greenbriar, for all of the outstanding shares of common stock of EDAC at a purchase price of $17.75 per share. As of the expiration of the offer, 4,079,188 shares of common stock of EDAC were validly tendered and not withdrawn in the tender offer. All of such shares have been accepted for payment in accordance with the terms of the tender offer. The tender offer expired at 5:00 pm, New York City time, on May 6, 2013. As a result of the tender offer, GB Aero Engine Merger Sub Inc. now owns 77% of the outstanding shares of EDAC.
As part of the successful completion of the tender offer, GB Aero Engine Merger Sub Inc. has exercised its right, granted under the merger agreement with EDAC pursuant to which the tender offer was made, to purchase additional shares from EDAC which will allow GB Aero Engine Merger Sub Inc. to complete and close the merger of GB Aero Engine Merger Sub Inc. with and into EDAC without stockholder approval. Upon completion of the merger, EDAC will become a wholly-owned subsidiary of GB Aero Engine LLC. All outstanding shares of common stock of EDAC, other than shares held by GB Aero Engine LLC, GB Aero Engine Merger Sub Inc. or EDAC in treasury or shares held by EDAC’s shareholders who are entitled to and properly exercise dissenters’ rights under Wisconsin law, will be canceled and converted into the right to receive cash equal to the $17.75 offer price per share without interest thereon and less any applicable withholding taxes. In addition, upon completion of the merger, the common stock of EDAC will cease to be traded on the NASDAQ Capital Stock Market.
Stifel, Nicolaus & Company, Incorporated is serving as exclusive financial advisor and Robinson & Cole LLP is serving as legal counsel to EDAC Technologies Corporation. Kirkland & Ellis LLP is serving as legal counsel to Greenbriar Equity Group LLC.
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of EDAC.
Cautionary Statement Regarding Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995; including forward-looking statements regarding the anticipated acquisition of EDAC by an affiliate of Greenbriar, These forward-looking statements may be identified by words such as “plans,” “seeks,” “projects,” “expects,” “believes,” “may,” “anticipates,” “estimates,” “should,” and other similar expressions. Each of these forward-looking statements are subject to risks and uncertainties. Actual results or developments may differ materially from those, express or implied, in these forward-looking statements. There are a number of important factors that may cause differences between current expectations and actual results or developments, including risks and uncertainties associated with the anticipated
acquisition of EDAC. These risks and uncertainties include, among others, the possibility that various closing conditions to the subsequent merger may not be satisfied or waived and the risk that shareholder litigation in connection with the tender offer and subsequent merger may result in significant costs of defense, indemnification and liability. Other factors that may cause EDAC’s actual results or developments to differ materially from those expressed or implied in the forward-looking statements in this press release are discussed in EDAC’s filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” sections of EDAC’s periodic reports on Form 10-K and Form 10-Q filed with the SEC. All forward-looking statements in this announcement are qualified in their entirety by this cautionary statement. Unless required by law, EDAC does not undertake to update its forward-looking statements.
Notice to Investors
This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. GB Aero Engine LLC and GB Aero Engine Merger Sub Inc. have filed a tender offer statement with the SEC, and have mailed an offer to purchase, forms of letter of transmittal and related documents to EDAC shareholders. EDAC has filed with the SEC, and has mailed to EDAC shareholders a solicitation/recommendation statement on Schedule 14D-9. These documents contain important information about the tender offer and shareholders of EDAC are encouraged to read them carefully.
These documents are available at no charge on the SEC’s website atwww.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by EDAC by contacting our Information Agent, Georgeson, at telephone number (800) 223-2064 or Glenn L. Purple, at EDAC Technologies Corporation, telephone number (860) 677-2603.
In addition to the offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, EDAC files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by EDAC at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. EDAC’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC atwww.sec.gov.
Contacts
EDAC Technologies Corporation
Glenn L. Purple
Vice President-Finance
860-677-2603
Greenbriar Equity Group LLC
Ross Lovern
Kekst and Company
212-521-4876