Caprius, Inc. Signs Definitive Agreement to Be Acquired by Vintage Capital Group, LLC
Business Wire “Press Releases – English “
PARAMUS, N.J.–(BUSINESS WIRE)–
Caprius, Inc. (Pink Sheets: CAPI) (Caprius? or the Company?) announced
that it has entered into a definitive merger agreement to be acquired by
Vintage Capital Group LLC (Vintage?). Under the terms of the agreement,
Caprius common and preferred stockholders will receive $0.065 per share
on an as-converted basis. The price represents a premium of
approximately 157% over the trailing 30-day weighted average closing
price of the Companys common stock.
Caprius Board of Directors, acting on the recommendation of a Special
Committee of independent directors, unanimously approved the merger
agreement and recommends that Caprius stockholders adopt the merger
agreement at a special stockholders meeting.
Vintage is the Companys senior secured lender. To date, Vintage has
advanced approximately $4.3 million in cash to the Company, exclusive of
an additional $1.4 million of capitalized obligations owed to Vintage.
Pursuant to the terms of the merger agreement, Vintage has agreed to
exercise its warrant into no more than 40% of the Companys voting stock
as of the record date of the special stockholders meeting.
The merger is subject to approval by the holders of a majority of the
Companys outstanding common and preferred stock voting together as a
single class on an as-converted basis. The transaction is not subject to
a financing contingency and is expected to close in the second quarter
Under the merger agreement, Caprius has the right to solicit competing
acquisition proposals from third parties during a period ending on
December 15, 2010. KPMG Corporate Finance LLC has been engaged by
Caprius Special Committee in connection with the solicitation. In
addition, Caprius may, at any time, subject to the terms of the merger
agreement, respond to unsolicited superior proposals. Caprius does not
intend to disclose developments regarding this process. There is no
assurance that this process will result in a superior proposal.