ElaCap, LLC Announces Cash Tender Offer for Any and All Shares of Elamex, S.A. de C.V.
Saturday 08/25/2007 6:05 PM ET - BusinessWire
ElaCap, LLC, a Nevada limited liability company ("ElaCap"), which is a wholly-owned subsidiary of Silver Eagle Oil, Inc. ("Silver Eagle"), a privately held refiner of crude oil to gasoline, diesel, and other products, has today announced that it will offer to purchase any and all shares of Class I common stock of Elamex, S.A. de C.V., a Mexican company (Pink Sheets:ELAMF) (non-SEC-reporting) ("Elamex"), in a cash tender offer of $2.00 per share, or a maximum of approximately $5.8 million assuming acquisition of all of the approximately 2,902,000 outstanding shares which are held by holders who are not associated with ElaCap.
-- ElaCap offers $2.00 per share in cash, a 153% premium to the most recent one-month average of the closing last sale prices as reported on the Pink Sheets.
-- Transaction value for the approximately 2,902,000 shares (constituting 38.7% of the outstanding shares) is expected to be a maximum of approximately $5.8 million.
-- Transaction to be without any financing condition and to be funded with internal funds of Silver Eagle.
-- ElaCap has entered into an agreement with members of the family of Mark Peterson, a principal in Alpine Securities Corporation. The family holds 738,602 shares (or 9.8% of the outstanding shares) and has agreed to tender its shares pursuant to the offer.
-- The Chairman of Elamex beneficially owns 43.75% of the capital stock of Silver Eagle and 63.5% of Accel S.A. de C.V. ("Accel") which in turn owns 57.5% of Elamex. Mr. Benito F. Bucay, the Comisario (statutory auditor) of Elamex, is also a director and officer of Silver Eagle and a representative of the beneficial owners of Kids Holding Corp. ("Kids Holding") which owns 274,073 shares (or 3.7%) of Elamex. Accel and Kids Holding have informed Silver Eagle that neither Accel nor Kids Holding will tender its shares pursuant to the offer.
ElaCap will commence the tender offer on August 28, 2007 for all of Elamex's outstanding common stock. The tender offer is conditioned upon customary closing conditions. Elamex's board of directors has determined to refrain from taking a position to recommend whether its stockholders should tender their shares pursuant to the offer. Elamex will not be recommending either acceptance or rejection of the offer. Elamex will issue a Position Statement stating that it is refraining from making any recommendation with respect to the offer and stating the reasons therefor, which will be sent to its stockholders together with the Offer.
The Peterson family, with 9.8% ownership of Elamex, has committed to tendering its shares. The Elamex board of directors has approved ElaCap's purchase of common stock under Elamex's bylaws pursuant to Mexican law. The tender offer will expire within 30 days, subject to extension.
Elamex is concurrently herewith issuing an announcement concerning the offer, which is available on its Internet website at www.elamex.com.
Alpine Securities Corporation is serving as dealer manager and information agent for the tender offer.
Elamex is a Mexican company with manufacturing operations and real estate holdings in Mexico and the United States. Elamex is involved in the production of food items related to its candy manufacturing and nut processing operations. Elamex in early 2006 voluntarily terminated the registration of its common stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and suspended its obligation to file reports under the Exchange Act. Elamex was eligible to deregister because it had fewer than 300 holders of record of its common stock. The deregistration of its common stock became effective May 1, 2006. Elamex's shares have been quoted on the Pink Sheets. The Pink Sheets is a provider of pricing and financial information for the over-the-counter (OTC) securities markets. It is a centralized quotation service that collects and publishes market maker quotes in real time primarily through its website, www.pinksheets.com, which provides stock and bond price quotes, financial news and information about securities traded.
SOURCE: ElaCap, LLC
Alpine Securities Corporation Ryan Spencer or Tyler Floor Banks and Brokers: 801-355-5588 All others call Toll-Free: 800-274-5588