Allied Defense Group Inc fka ADG

[RowingDude]

Good afternoon Allied Defense Group INC (ADG) looking for a strong hour of power!

[mlkrborn]

ADG up 2.30s to $5.00 still lower than previously agreed purchaese price of $7.00s
The Allied Defense Group Announces Definitive Purchase Agreement With Chemring Group PLC
The Allied Defense Group Announces Definitive Purchase Agreement With Chemring Group PLC

Jun. 24, 2010 (PR Newswire) --

VIENNA, Va., June 24 /PRNewswire-FirstCall/ -- The Allied Defense Group, Inc. (NYSE Amex: ADG) announced that it has signed a definitive purchase agreement with Chemring Group PLC (LSE: CHG). Chemring has agreed to acquire substantially all of the assets of The Allied Defense Group for $59.6 million in cash and the assumption of certain liabilities. The closing of the transaction, which is subject to stockholder approval and other customary closing conditions, is expected within 90 days.

ADG also announced that in connection with the execution of the purchase agreement, Chemring and ADG have terminated the merger agreement pursuant to which Chemring had agreed to acquire ADG in an all-cash transaction valued at $7.25 per share.

On January 19, 2010, ADG announced that it had signed a merger agreement with Chemring. As disclosed in the proxy statement mailed to stockholders on March 11, 2010, ADG received a subpoena from the U.S. Department of Justice ("DOJ") on January 19, 2010 requesting that ADG produce documents relating to its dealings with foreign governments. As a result, the special meeting of stockholders to approve the merger with Chemring, originally scheduled for April 8, 2010, was postponed and then adjourned several times, most recently to June 30, 2010.

The DOJ recently advised ADG that it is conducting an industry-wide review, and therefore the DOJ's investigation of ADG will be ongoing. As a result, Chemring indicated that it was unwilling to consummate the merger pursuant to the terms of the merger agreement. The signing of the purchase agreement and the termination of the merger agreement were the culmination of the parties' efforts to restructure the acquisition as a result of these developments.

The Board of Directors of ADG voted unanimously to adopt and approve the transaction and recommend that ADG's stockholders vote in favor of the transaction.

In connection with the termination of the merger agreement, ADG is canceling the special meeting of stockholders to approve the merger with Chemring that was scheduled to be reconvened on June 30, 2010.

ADG will have no significant operating assets following the asset sale. ADG intends to continue its current efforts to reduce its operating costs, pay off its liabilities and resolve the matters relating to the DOJ's subpoena. The Board of Directors will evaluate and explore its strategic alternatives as it continues to seek to maximize stockholder value with a goal of returning value to the stockholders. The Board of Directors has not made any determination to date, but such alternatives may include a dissolution and liquidation of ADG, stock repurchases, one or more extraordinary dividends, business combinations with third parties or other transactions to maximize stockholder value.

Houlihan Lokey acted as financial advisors to ADG and rendered a fairness opinion to the Board of Directors. Hogan Lovells US LLP served as legal advisors to ADG.

About The Allied Defense Group, Inc.

The Allied Defense Group, Inc. is a multinational defense company focused on the manufacture, sale and distribution of ammunition and ammunition-related products for use by the U.S. and foreign governments. For more information, please visit ADG's web site: www.allieddefensegroup.com.

About Chemring Group

Chemring Group PLC is a global defense business listed on the London Stock Exchange with a market capitalization of about 1 billion pounds Sterling ($1.6 billion). Chemring specializes in the manufacture of energetic material products, providing solutions for highly demanding requirements in the Pyrotechnics, Explosive Ordnance Disposal, Munitions and Countermeasures markets. The Group is built on a hundred-year history of innovation and development and now employs over 3500 people in the UK, US, France, Germany, Italy, Norway, Spain and Australia. For more information, please visit the Company website: www.chemring.co.uk.

Certain statements contained herein are "forward looking" statements as such term is defined in the Private Securities Litigation Reform Act of 1995. Because statements include risks and uncertainties, actual results may differ materially from those expressed or implied and include, but are not limited to, those discussed in filings by ADG with the Securities and Exchange Commission ("SEC").

This communication may be deemed to be a solicitation of proxies from the stockholders of ADG in connection with the proposed transaction. In connection with the proposed transaction, ADG will file a proxy statement and relevant documents concerning the proposed transaction with the SEC. The definitive proxy will be mailed to ADG's stockholders in advance of the special meeting. Investors and security holders of ADG are urged to read the proxy statement and any other relevant documents filed with the SEC when they become available because they will contain important information about ADG and the proposed transaction. The proxy statement (when it becomes available) and any other documents filed by ADG with the SEC may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by ADG by contacting Investor Relations, The Allied Defense Group, Inc., 8000 Towers Crescent Drive, Suite 260, Vienna, Virginia 22182, telephone number [phone]. Investors and security holders are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.

For More Information, Contact:

Geoff Grande, CFA

Investor Relations

617-747-1721

[momentum74]

Looking strong today.

[momentum74]

Lion Master just bought some link.
http://www.thelion.com/bin/profile.cgi?c=s&ru_name=Lionmaster

[momentum74]

Im out of it currently. Watching it for a reentry. It had a nice bounce today. It hit a low of 1.85 yesterday to a high of 2.11 today.

[reddymade]

Momentum, are u in ADG?

[momentum74]

The Allied Defense Group Announces That Adjournment Will Be Sole Matter Considered at Special Meeting of Stockholders on June 15, 2010Last update: 6/14/2010 4:30:00 PMVIENNA, Va., June 14, 2010 /PRNewswire via COMTEX/ -- The Allied Defense Group, Inc. (ADG) today announced that the sole matter for consideration by stockholders at the special meeting of stockholders on June 15, 2010 will be to approve a proposal to adjourn to a later date the special meeting to approve its pending merger with Chemring Group Plc. As previously disclosed in the proxy statement mailed to stockholders on March 11, 2010, ADG received a subpoena from the U.S. Department of Justice ("DOJ") on January 19, 2010 requesting that ADG produce documents relating to its dealings with foreign governments. As also previously disclosed, ADG has initiated an internal review of the matters raised by the DOJ's subpoena and the indictment of a former employee of Mecar USA. The internal review is being conducted by ADG's Audit Committee with the assistance of independent outside counsel. As previously disclosed, ADG has been providing regular updates to Chemring on the progress of the internal review. In addition, ADG has been responding to additional requests for information from Chemring. ADG intends to continue to cooperate with Chemring with respect to these matters. DOJ has recently advised ADG that it is conducting an industry-wide review, and therefore DOJ's investigation of ADG will be ongoing. As a result, Chemring has indicated that it is unwilling to consummate the merger pursuant to the terms of the merger agreement. Accordingly, the special meeting is being adjourned to allow ADG and Chemring additional time to work together to restructure the deal. As previously disclosed, Mecar SA's bank group previously agreed to extend its current credit facility for the issuance of performance bonds and advance payment guarantees until June 2, 2010. In connection with the adjournment of the meeting scheduled on June 1, 2010, the bank group agreed to further extend the facility until July 30, 2010. The date, time, and location of the adjourned special meeting of stockholders will be announced shortly after the vote is taken on the adjournment proposal. The record date for the meeting remains March 10, 2010. Additional Information and Where to Find It This communication may be deemed to be a solicitation of proxies from the stockholders of ADG (the "Company") in connection with the proposed merger with Chemring. The Company has filed a definitive proxy statement and relevant documents concerning the proposed merger with the Securities and Exchange Commission ("SEC"). The proxy statement was mailed on or about March 11, 2010 to the stockholders of record of ADG as of March 10, 2010. Investors and security holders of the Company are urged to read the proxy statement and any other relevant documents filed with the SEC because they contain important information about the Company and the proposed transaction. The proxy statement and any other documents filed by the Company with the SEC may be obtained free of charge at the SEC's web site at . In addition, investors and security holders may obtain free copies of the documents filed with the SEC by the Company by contacting Investor Relations, The Allied Defense Group, Inc., 8000 Towers Crescent Drive, Suite 260, Vienna, Virginia 22182, telephone number [phone] begin_of_the_skype_highlighting [phone] end_of_the_skype_highlighting. Investors and security holders are urged to read the proxy statement and the other relevant materials before making any voting or investment decision with respect to the proposed transaction. Safe Harbor for Forward-Looking Statements This communication, and other statements that the Company may make, including statements about the benefits of the proposed merger, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, with respect to the Company's anticipated financial performance, business prospects and plans and similar matters. Forward-looking statements are typically identified by words or phrases such as "will," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target," "forecast" and other words and terms of similar meaning. The Company cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and the Company assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance. In addition to factors previously disclosed in the Company's documents filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the introduction, withdrawal, success and timing of business initiatives and strategies; changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in demand for products or services; the impact of increased competition; the unfavorable resolution of legal proceedings; the impact, extent and timing of technological changes and the adequacy of intellectual property protection; the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of governmental agencies relating to the Company; terrorist activities and international hostilities, which may adversely affect the general economy, financial and capital markets, specific industries and the Company; the occurrence, geographic areas impacted and severity of earthquakes, hurricanes, tornadoes or other natural disasters; the ability to attract and retain highly talented professionals; the stockholders of the Company may not approve and adopt the merger agreement at the special meeting of the Company's stockholders; the outcome of the internal review and the matters raised by the DOJ's subpoena and the indictment of a former employee of Mecar USA; Chemring and the Company may be unable to complete the proposed merger because, among other reasons, conditions to the closing of the merger may not be satisfied or waived; and the outcome of any legal proceedings to the extent initiated against the Company and others following the announcement of the merger cannot be predicted

[momentum74]

.The Allied Defense Group Announces Adjournment of Special Meeting of Stockholders to June 15, 2010

Buzz up! 0 Print..Companies:Allied Defense Group Inc.Topics:Industrial Goods.Related Quotes
Symbol Price Change
ADG 1.92 -0.34


{"s" : "adg","k" : "a00,a50,b00,b60,c10,g00,h00,l10,p20,t10,v00","o" : "","j" : ""} Press Release Source: Allied Defense Group, Inc. On Tuesday June 1, 2010, 12:03 pm EDT
VIENNA, Va., June 1 /PRNewswire-FirstCall/ -- The Allied Defense Group, Inc. (NYSE Amex: ADG) today announced that its stockholders voted to adjourn the special meeting of stockholders to approve its pending merger with Chemring Group Plc to June 15, 2010. The special meeting of stockholders to approve the pending merger with Chemring will be reconvened at 10:00 a.m. on June 15, 2010 at 8000 Towers Crescent Drive, Suite 260, Vienna, Virginia 22182.

As previously disclosed in the proxy statement mailed to stockholders on March 11, 2010, ADG received a subpoena from the U.S. Department of Justice ("DOJ") on January 19, 2010 requesting that ADG produce documents relating to its dealings with foreign governments. As also previously disclosed, ADG has initiated an internal review of the matters raised by the DOJ's subpoena and the indictment of a former employee of Mecar USA. The internal review is being conducted by ADG's Audit Committee with the assistance of independent outside counsel.

As previously disclosed, ADG has been providing regular updates to Chemring on the progress of the internal review. In addition, ADG has been responding to additional requests for information from Chemring. ADG intends to continue to cooperate with Chemring with respect to these matters.

ADG has received feedback from the DOJ with respect to the DOJ's subpoena. The DOJ has indicated that it will request additional documents and expand its review beyond matters related to the indicted former employee of Mecar USA. It is our understanding that this request is in conjunction with an industry-wide review.

In light of this feedback from the DOJ, Chemring has indicated that it is presently unwilling to consummate the merger pursuant to the terms of the merger agreement. ADG is adjourning the special meeting in order to review with Chemring alternative approaches to consummating a strategic transaction with Chemring, including without limitation a restructuring of the transactions contemplated by the merger agreement.

The record date for the meeting remains March 10, 2010. Stockholders who have previously submitted their proxy or otherwise voted and who do not want to change their vote need not take any action.

Additional Information and Where to Find It

This communication may be deemed to be a solicitation of proxies from the stockholders of ADG (the "Company") in connection with the proposed merger with Chemring. The Company has filed a definitive proxy statement and relevant documents concerning the proposed merger with the Securities and Exchange Commission ("SEC"). The proxy statement was mailed on or about March 11, 2010 to the stockholders of record of ADG as of March 10, 2010. Investors and security holders of the Company are urged to read the proxy statement and any other relevant documents filed with the SEC because they contain important information about the Company and the proposed transaction. The proxy statement and any other documents filed by the Company with the SEC may be obtained free of charge at the SEC's web site at http://www.sec.gov/. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by the Company by contacting Investor Relations, The Allied Defense Group, Inc., 8000 Towers Crescent Drive, Suite 260, Vienna, Virginia 22182, telephone number [phone] begin_of_the_skype_highlighting [phone] end_of_the_skype_highlighting. Investors and security holders are urged to read the proxy statement and the other relevant materials before making any voting or investment decision with respect to the proposed transaction.

Safe Harbor for Forward-Looking Statements

This communication, and other statements that the Company may make, including statements about the benefits of the proposed merger, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, with respect to the Company's anticipated financial performance, business prospects and plans and similar matters. Forward-looking statements are typically identified by words or phrases such as "will," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target," "forecast" and other words and terms of similar meaning.

The Company cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and the Company assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance. In addition to factors previously disclosed in the Company's documents filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the introduction, withdrawal, success and timing of business initiatives and strategies; changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in demand for products or services; the impact of increased competition; the unfavorable resolution of legal proceedings; the impact, extent and timing of technological changes and the adequacy of intellectual property protection; the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of governmental agencies relating to the Company; terrorist activities and international hostilities, which may adversely affect the general economy, financial and capital markets, specific industries and the Company; the occurrence, geographic areas impacted and severity of earthquakes, hurricanes, tornadoes or other natural disasters; the ability to attract and retain highly talented professionals; the stockholders of the Company may not approve and adopt the merger agreement at the special meeting of the Company's stockholders; the outcome of the internal review and the matters raised by the DOJ's subpoena and the indictment of a former employee of Mecar USA; Chemring and the Company may be unable to complete the proposed merger because, among other reasons, conditions to the closing of the merger may not be satisfied or waived; and the outcome of any legal proceedings to the extent initiated against the Company and others following the announcement of the merger cannot be predicted.

The Company's Annual Report on Form 10-K and the Company's subsequent reports filed with the SEC and accessible on the SEC's website at http://www.sec.gov/ discuss certain of these factors in more detail and identify additional factors that can affect forward-looking statements.

About The Allied Defense Group, Inc.

The Allied Defense Group, Inc. is a multinational defense company focused on the manufacture, sale and distribution of ammunition and ammunition-related products for use by the U.S. and foreign governments. For more information, please visit the Company's web site: http://www.allieddefensegroup.com/.


For More Information, Contact:

Geoff Grande, CFA

Investor Relations

617-747-1721 begin_of_the_skype_highlighting 617-747-1721 end_of_the_skype_highlighting

[momentum74]

Bought some for a bounce today.Shareholders meeting tomorrow regarding merger.