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Quotes & Info
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| ARGL.OB > SEC Filings for ARGL.OB > Form 8-K on 16-Jun-2009 | All Recent SEC Filings |
16-Jun-2009
Other Events, Financial Statements and Exhibits
On June 15, 2009, Argyle Security, Inc. (the "Company") announced that the Company and MML Capital Partners LLC, in its capacity as advisor to, and on behalf of, Mezzanine Management Fund IV 'A' L.P. and Mezzanine Management Fund Coinvest A L.P. (collectively "MML") entered into a non-binding letter of intent (the "Letter") to enter into a transaction whereby an entity controlled by MML (the "Acquiring Company") would merge its wholly-owned subsidiary into the Company, resulting in the Company becoming a wholly-owned subsidiary of the Acquiring Company. Pursuant to the merger, existing stockholders and unitholders of the Company would receive $2.00 per share or unit, as applicable, in cash.
The Company's Board of Directors (the "Board") appointed a special committee (the "Special Committee") composed solely of independent directors to consider the proposal and recommend it to the Board for approval. The special committee has engaged Houlihan Lokey, as its independent financial advisor, to assist it with its assessment of MML's offer.
The Company had received an original conditional offer from MML on May 19, 2009. Following negotiations, during which the proposed offer price was increased from $1.00 per share to $2.00 per share, the Special Committee recommended that the Board authorize the Company to enter into the Letter. Based on the recommendation of the Special Committee, the Board voted to approve the Company entering into the Letter.
The proposed offer price of $2.00 per share would represent a premium to the Company's closing price of $0.71 on the last trading day prior to the communication of the original May 19, 2009 offer.
Pursuant to the Letter, MML has been granted an exclusivity period expiring on the earlier of the execution of a definitive agreement or 45 days after June 15, 2009 (the "Exclusivity Period") in which to complete its confirmatory due diligence and execute definitive documentation with the Company. During the Exclusivity Period, the Company will not, and it will cause its subsidiaries and the respective representatives and agents of the Company and its subsidiaries not to, contact, negotiate or discuss with, or solicit any offer from, and third party for the sale of the Company or any of its subsidiaries, its capital stock or any material portion of its assets (by merger, sale of capital stock or assets or otherwise). In addition, the Company will, and will cause its subsidiaries and the respective representatives and agents of the Company and its subsidiaries to cease any pending negotiations or discussions for the sale of the Company or any of its subsidiaries, its capital stock or any material portion of its assets. In addition, during the Exclusivity Period, MML and its affiliates will be subject to a standstill provision whereby they will be prohibited from acquiring additional securities of the Company or otherwise engaging in any activity that would enable them to control the Company.
There can be no assurance that the Company and MML will be able to agree on the terms of any definitive agreement or this process will result in any specific transaction. The Company does not intend to comment further publicly with respect to the negotiations with MML unless a specific transaction is approved by its Board or the negotiations cease.
The Letter is attached hereto as Exhibit 99.1 and a copy of the press release is attached hereto as Exhibit 99.2. The contents of the Letter are incorporated herein by reference.
Exhibit No. Description
99.1 Letter of Intent dated June 15, 2009 between Argyle Security, Inc.
and MML Capital Partners LLC.
99.2 Press release dated June 16, 2009.
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