Contact: Dennis Lakomy Release Date: Immediate
Chief Financial Officer
(708) 757-2803
CFC INTERNATIONAL, INC. ANNOUNCES PLANS TO BE ACQUIRED
BY QUAD-C MANAGEMENT, INC.
Chicago Heights, Illinois, January 9, 2006 - Worldwide holographic and
specialty coated film manufacturer, CFC International, Inc. (Nasdaq: CFCI) today
announced that it has entered into a definitive Merger Agreement to be acquired
by an affiliate (the "Buyer") of Quad-C Management, Inc., a private equity firm.
Under the terms of the Merger Agreement dated January 9, 2006, the Buyer will
acquire all of the outstanding common stock of CFC for $16.75 in cash per share,
which represents an approximate 18% premium to the average trading price of
CFC's stock over the last five days.
The board of directors of CFC unanimously approved the Merger Agreement and
recommended approval by its stockholders. Roger F. Hruby, the majority
stockholder of CFC, has agreed to execute a written consent approving the
merger. As a result, no further stockholder action will be required to adopt the
Merger Agreement or approve the merger. CFC will distribute an information
statement to its stockholders describing the Merger Agreement and the merger as
promptly as practicable.
CFC was advised on the transaction by Lincoln Partners, LLC. CFC's board of
directors received the opinion of Houlihan Lokey Howard & Zukin Financial
Advisors, Inc., that the consideration to be received by public stockholders of
the Company in the transaction is fair to them from a financial point of view.
The closing of the merger is subject to the satisfaction of various
conditions, including the expiration of the applicable waiting period under the
Hart-Scott-Rodino Act, the filing of the information statement with the
Securities and Exchange Commission, the distribution of the information
statement to CFC's stockholders, the absence of dissenting stockholders above a
stated threshold and the completion of financing arrangements by the Buyer. The
closing of the Merger Agreement is expected to occur in the first quarter of
2006.
Roger F. Hruby, Chairman of CFC, said, "We are pleased to have reached an
agreement with Quad-C Management which provides an attractive liquidity for our
shareholders. We also are enthusiastic about the opportunities presented to CFC
by joining forces with Quad-C Management and believe that the proposed
transaction is in the best interests of our employees and our customers."
- more -
- 2 -
About CFC International, Inc.
CFC International, Inc. formulates, manufactures and sells
chemically-complex, transferable, multi-layer coatings for use in many
diversified markets, such as holographic packaging and authentication seals,
furniture and building products, pharmaceutical products and transaction cards
(including credit cards, debit cards, ATM cards and access cards), and intaglio
printing. With manufacturing facilities in Chicago Heights and Countryside,
Illinois and Goppingen, Germany, and sales offices in the United Kingdom and
France, CFC's products are sold to more than 1,000 active customers worldwide.
For more information visit CFC's website at www.cfcintl.com.
About Quad-C Management, Inc.
Quad-C Management, Inc. is a middle-market private-equity firm with over $2
billion of assets under management. Founded in 1989, Quad-C has invested in 35
platform companies with aggregate sales in excess of $3 billion and has
completed more than 100 transactions since its inception. You can read more
about Quad-C on their website at www.quadcmanagement.com.
CFC's "Safe Harbor" Statement under Private Securities Litigation Reform Act
of 1995
Statements made in this press release, including those relating to the
expected effects, timing and completion of the proposed transaction and all
other statements in this release other than historical facts, constitute
forward-looking statements and are made pursuant to the safe harbor provisions
of the Securities Reform Act of 1995. Such statements involve risks and
uncertainties which may cause results to differ materially from those set forth
in those statements. Among other things, continued unfavorable economic
conditions may impact market growth trends or otherwise impact the demand for
the company's products and services; competition from existing and new
competitors and producers of alternative products will impact the company's
ability to penetrate or expand its presence in new or growing markets;
uncertainties relating to the company's ability to develop and distribute new
proprietary products to respond to market needs in a timely manner may impact
the company's ability to exploit new or growing markets; the company's ability
to successfully identify and implement productivity improvements and cost
reduction initiatives may impact profitability; and risks inherent in
international operations, including possible economic, political or monetary
instability, may impact the level and profitability of the company's foreign
sales. In addition to the factors set forth in this release, the economic,
competitive, governmental, technological and other factors identified in the
company's filings with the Securities and Exchange Commission, could affect the
forward looking statements contained in this press release. We may not be able
to complete the proposed transaction on the terms summarized above or other
acceptable terms, or at all, due to a number of factors, including the failure
to obtain regulatory approvals or to satisfy other customary closing conditions
or Buyer's failure to obtain required financing. We have no obligation to revise
or update these forward-looking statements to reflect events or circumstances
that arise after the date of this press release or to reflect the occurrence of
anticipated events.
- more -
- 3 -
Additional Information and Where to Find It
You may access additional information, including CFC's filings with the SEC
and previous press releases by visiting CFC's website at www.cfcintl.com.
This communication is being made in respect of the proposed merger
transaction involving CFC and Buyer. In connection with the proposed
transaction, CFC will prepare the information statement for the stockholders of
CFC describing the merger transaction. CFC will be filing other documents with
the SEC as well. Investors are urged to read the information statement regarding
the proposed transaction and any other relevant documents carefully in their
entirety when they become available because they will contain important
information about the proposed transaction.
The final information statement will be mailed to CFC's stockholders. The
information statement and other documents will be available free of charge at
the SEC's internet site (http://www.sec.gov). The information statement (when it
is available) and the other documents may also be obtained for free by accessing
CFC's website at www.cfcintl.com.
CFC and its directors, officers and other members of management and
employees may be deemed to be participants in the solicitation of proxies in
respect of the proposed merger transaction. Information regarding CFC's
directors and executive officers is set forth in CFC's proxy statements and
annual reports on Form 10-K, previously filed with the SEC, and the information
statement relating to the merger when it becomes available.
###