Access
Login/Register
Supplier Login
MULBERRY, Florida, USA – Food Technology Service, Inc. (FTSI), a regional provider of sterilisation services, said that it has entered into a definitive merger agreement with affiliate Sterigenics International LLC on 5 December 2013. Upon completion of transaction, the shareholders of FTSI (other than holders of excluded shares and dissenting shares, as described in the merger agreement) will receive $7.23 per share in cash. The purchase price represents a premium of 28.4% over FTSI closing share price on 5 December 2013 and a premium of 27.2% over its average closing share price for the 30 trading days ending 5 December 2013.
The FTSI board of directors, acting upon the unanimous recommendation of a special committee of the board of directors consisting of independent directors (the “Special Committee”), approved the merger agreement, and resolved to recommend that FTSI’s shareholders vote to approve the merger agreement. The Special Committee negotiated the terms of the merger agreement with the assistance of its legal advisor and the FTSI’s financial advisor.
“This is great news for the Company (FTSI) and our customers and shareholders. It is a clear endorsement of Food Technology Service, Inc. and of the hard work and commitment of each and every one of our employees. Sterigenics and Food Technology Service, Inc. share the same commitment to technical expertise and providing high quality service and we look forward to joining them,” said Richard G. Hunter, Ph.D., president and CEO of FTSI.
Chairman of the board of directors and chairman of the Special Committee, Dr John Sinnott, said “After a thorough assessment, we believe that this transaction appropriately recognises the value of the Company’s (FTSI) business and provides our shareholders with a meaningful cash premium based on the current stock price.”
“We are excited to be partnering with FTSI and its management team,” stated Michael Mulhern, CEO of Sterigenics. “Richard Hunter and the FTSI team have built an attractive business with outstanding service and strong customer relationships. We look forward to adding FTSI to Sterigenics’ market-leading global sterilisation platform.”
The transaction is subject to the approval of a majority of FTSI shareholders, regulatory approvals, and other customary closing conditions. In addition, Dr Hunter and Fort Ashford Holdings, LLC, a California-based private equity firm owning approximately 30% of the outstanding shares of Food Technology Service, Inc., have entered into a voting agreement with Sterigenics in which they have arranged to vote all shares over which they have exercisable voting power in favour of the merger.
Craig-Hallum Capital Group LLC is acting as exclusive financial advisor to the Company and provided a fairness opinion to the Company Board of Directors and the Special Committee. Olshan Frome Wolosky LLP is acting as counsel for the Special Committee and Burr & Forman LLP as counsel for the Company. Holland & Knight LLP is acting as counsel for Sterigenics.