MATTHEWS, N.C., Aug. 25 /PRNewswire/ -- PCA International, Inc.
(Nasdaq: PCAI), and Jupiter Partners II L.P. announced today they have
completed their previously announced recapitalization merger.
Under the terms of the merger agreement, the holder of each share of
common stock of PCA had the option to elect to receive $26.50 in cash or to
retain (subject to proration) a share of stock in the surviving entity.
Public shareholders elected to retain a continuing equity interest in the
Company consisting of 306,340 shares, or 3.9% of the current outstanding
shares of the Company. The continuing shares elected by public shareholders
were not prorated.
With the completion of the merger, all outstanding shares of the Company's
common stock for which holders did not elect to retain as continuing equity
will automatically be converted into a right to receive $26.50 per share in
cash without interest. The Company will send each registered stockholder a
letter describing the procedures to be followed in order to surrender his or
her stock certificates in exchange for the cash merger consideration.
Stockholders should not forward certificates to the Company.
Financing for the merger consists of senior secured credit facilities and
a senior subordinated bridge facility together with equity capital provided by
Jupiter and rollover equity provided by management and other existing
shareholders who retained their common stock. Funds will be used to
repurchase shares of PCA common stock from PCA shareholders who chose to
receive the cash merger consideration, to refinance certain indebtedness of
the Company and to pay the fees and expenses in connection with the merger.
The Company also reported that it received notice of the delisting of its
common stock from the Nasdaq Stock Market effective the close of business on
Tuesday, August 25, 1998. Future trading in PCA International, Inc., the
surviving Company following the recapitalization merger, will be on the OTC
Bulletin Board under the symbol PCAIV.
SOURCE PCA International, Inc.
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Company News On-Call: http://www.prnewswire.com or
fax, 800-758-5804, ext. 114272
CONTACT:
Jean Veatch, Director, Investor Relations and
Corporate Communications, PCA International, Inc., 704-847-8011
or Anna Cordasco, Managing Director, Sard Verbinnen & Co.,
212-687-8080, for Jupiter Partners II L.P.
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