Royal Laser Corp.

Royal Laser Corp.

April 15, 2010 08:46 ET

Royal Laser Announces Agreement in Principle to Support Proposed Take-Over Bid by Triple M Metal L.P.



TORONTO, ONTARIO--(Marketwire - April 15, 2010) - Royal Laser Corp. (the "Company" or "Royal Laser") (TSX:RLC) announced today that the Company has reached an agreement in principle with Triple M Metal L.P. ("Triple M") to support an all cash offer (the "Offer") by Triple M to acquire all of the outstanding common shares of Royal Laser for $43,500,000, or approximately $0.45957 per common share. In connection therewith, the Company has agreed to negotiate a support agreement with Triple M on an exclusive basis.

The Company and Triple M intend to finalize and sign during the exclusive period a definitive support agreement and lock-up agreements with Jaguar Financial Corporation and William Iannaci which collectively own 32% of the Company's outstanding common shares. The execution and delivery of the definitive agreements is not subject to any due diligence or financing condition but is subject to, among other things, the approval of the board of directors (the "Board") of the Company. The Offer will be subject to the usual conditions, including a minimum tender condition, that will be set forth in a take-over bid circular that will be mailed to Royal Laser's shareholders in due course. These conditions will also include a requirement to sell Royal Laser's non-core assets consisting of Royal Laser Manufacturing, WAM Industries, Smokey Manufacturing, Thunder Tool, and Envyrozone (collectively, the "Non-Core Assets"). The obligations of the Board to support, and Triple M to make, the Offer are subject to, among other things, the execution of the definitive agreements during the exclusivity period. 

The Company also announced today that it has reached an agreement in principle to sell the Non-Core Assets to a company controlled by Mr. William Iannaci, Co-Chief Executive Officer of the Company, for the assumption of debt and a cash payment of $970,000, or approximately $0.01 per common share. Royal Laser shareholders will be entitled to receive payment of the proposed cash consideration of $0.01 per common share paid under the Non-Core Asset transaction. The sale of the Non-Core Assets to Mr. Iannaci is subject to the execution of a definitive purchase agreement. 

Upon execution of the definitive agreements relating to the Offer and the definitive agreement relating to the sale of the Non-Core Assets, the total cash payment to the shareholders of Royal Laser is expected to be approximately $0.47 per common share. The $0.47 per common share total purchase price represents a premium of 21.1% to the 30-day volume weighted average price ended on April 13, 2010 and a premium of 94.2% to the 30-day volume weighted average price ended on November 16, 2009, the day prior to the issuance of a press release by the Company announcing a non-binding offer to acquire all the common shares of the Company. 

In connection with the proposed transactions, the Company expects that the number of issued and outstanding common shares, for purposes of the Offer, will be reduced from 97,003,216 to 94,653,216 common shares as a result of the cancellation of 2,350,000 common shares or as a result of another transaction that would have the same result. The Offer price per share is based on the reduced number of common shares, namely 94,653,216. 

The transactions described above follows a comprehensive review of strategic alternatives that has been undertaken by the Special Committee to review and evaluate potential transactions to maximize value for Royal Laser shareholders, as previously announced in the press releases issued on November 17, 2009, December 14, 2009 and March 9, 2010.

About Royal Laser Corp.

Royal Laser Corp., through its operations, services, processes and distributes flat-rolled steel targeted at the multi-billion dollar automotive OEM, automotive after-market, and custom fabricates products for the industrial, environmental, automotive and construction industries in Canada, the United States and Mexico. The Company's common shares trade on the Toronto Stock Exchange under the symbol "RLC".

For further information on the Corporation, please visit SEDAR at

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Forward-Looking Statements

Certain statements contained in this press release include statements which contain words such as "anticipate", "could", "should", "expect", "seek", "may", "intend", "likely", "will", "believe" and similar expressions, statements relating to matters that are not historical facts, and such statements of our beliefs, intentions and expectations about development, results and events which will or may occur in the future, constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and are based on certain assumptions and analysis made by us derived from our experience and perceptions. All such forward-looking information is based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. The risks, uncertainties, and assumptions are difficult to predict and may affect operations, and other factors, many of which are beyond our control, and are as discussed under the heading "Trends, Risks and Uncertainties" and in the Annual Information Form of Royal Laser dated June 29, 2009 and filed on SEDAR at, as well as Royal Laser's periodic reports filed with the Ontario Securities Commission and other regulatory authorities. Actual results, performance or achievements could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits will be derived therefrom. Except as required by law, Royal Laser Corp. disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. The forward-looking information contained herein is expressly qualified by this cautionary statement.

The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Royal Laser Corp.
    Irving Teper
    Chairman, Special Committee
    (905) 738 7979