BRYAN, Texas, Jan. 30 /PRNewswire/ --
Neutral Posture Ergonomics, Inc. (Nasdaq: NTRL) (the "Company") today
announced that it has entered into a definitive agreement to merge into a
corporation to be owned by a management-led group that includes Rebecca
Boenigk, Jaye Congleton and other members of the executive management team of
the Company. Under the terms of the merger agreement, which has been approved
by the special committee and the Board of Directors, the cash consideration to
be paid for shares of common stock not already owned by the management group
will be $2.27 per share. The shares belonging to members of the management
group will be exchanged on a one-for-one basis for shares of the new company's
stock. The closing of the merger agreement is conditioned upon (i) the
adoption of the merger agreement and approval of the merger by two-thirds of
the holders of outstanding common stock of the Company, (ii) the satisfactory
performance by the parties to the merger of all covenants under the merger
agreement, which is waivable by the other party, and (iii) the absence of any
legal prohibition to the merger. Additionally, the management group, at its
option, may terminate the merger agreement in the event that holders of more
than 1% of the outstanding shares of common stock dissent. If the merger is
completed, the Company will be delisted from the Nasdaq SmallCap Market and
deregistered under the Securities Exchange Act of 1934, as amended. After
such time, information on the financial status of the Company will no longer
be publicly available.
Headquartered in Bryan, Texas, the Company manufactures, markets and
distributes ergonomic products. The Company is a certified Women Business
Enterprise and its common stock is currently listed on the Nasdaq SmallCap
Market under the symbol NTRL.
PRESS CONTACT:
Gregory A. Katt, Vice President and CFO
979-778-0502, Ext. 111
Except for statements of historical fact, this press release includes
certain statements that may be deemed to be "forward-looking" within the
meaning of the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended. There are certain important factors which could
cause actual results to differ materially from those anticipated by the
forward-looking statements. Certain of the important factors which could
cause actual results to differ materially from those in the forward-looking
statements include, among other things, changes from anticipated levels of
sales, the ability to integrate acquired product lines and related businesses,
future national or regional economic and competitive conditions, changes in
relationships with customers, customer acceptance of existing and new
products, pricing pressures due to excess capacity, raw material cost
increases, change of tax rates, change of interest rates, declining conditions
in the industry, validity of patents, results of arbitration and litigation,
availability of key component parts, casualty to or other disruption of the
Company's production facility and equipment, delays and disruptions in the
shipment of the Company's products and other factors that generally affect
business. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof. Readers should carefully review the risk factors described
in other documents the Company files from time to time with the Securities and
Exchange Commission.
SOURCE Neutral Posture Ergonomics, Inc.
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Related links:
http://www.neutralposture.com
Company News On-Call:
http://www.prnewswire.com/comp/125652.html or fax,
800-758-5804, ext. 125652
CONTACT:
Gregory A. Katt, Vice President and CFO of
Neutral Posture Ergonomics, Inc., 979-778-0502, ext. 111
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