SPRINGDALE, AR / ACCESSWIRE / March 17, 2017 / Advanced Environmental Recycling Technologies, Inc. (AERT) announced that on March 16, 2017, it entered into a definitive agreement to be acquired by Oldcastle Architectural, Inc. for total cash consideration of $117 million.
At the effective time of the transaction, each share of common stock will be converted into the right to receive $0.135936 in cash and each share of preferred stock will be converted into the right to receive $2,603.483278 in cash. The per share prices are based on the total consideration less the estimated amount of AERT’s net debt outstanding at the closing and AERT’s estimated transaction expenses which were approximately $38.9 million and $12.4 million, respectively, as of March 16, 2017. The prices per share are not subject to adjustment, regardless of the actual amount of net debt and transaction expenses at closing. The purchase price will be funded through cash on hand.
The transaction was unanimously approved by the boards of directors of AERT and Oldcastle Architectural. Following the execution of the agreement, stockholders representing approximately 85% of the voting power of the issued and outstanding shares of AERT’s stock, executed a written consent adopting and approving the agreement. No additional stockholder approvals are necessary to adopt the agreement or consummate the transaction. The transaction is subject to customary closing conditions and is expected to close during the second quarter of 2017.
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