Contact (CTS): Contact (Dynamics): Contact (WHX):
Xxxx Xxxxxx Xxxxx X. Xxxxxxx Xxxxx Xxxxx
Xxxxx & Xxxxxxxxx Dynamics Corp. Xxxxxxxxx
212/953-2550 of America MacGregor Group
212/000-0000 000/371-5999
WHX AGREES
TO SUPPORT THE CTS/DYNAMICS MERGER
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$58.00/Share Optional Cash Election Feature Added
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FOR IMMEDIATE RELEASE
New York, New York, July 17, 1997 - CTS Corporation (NYSE:CTS), Dynamics
Corporation of America (NYSE:DYA) and WHX Corporation (NYSE:WHX) announced today
that WHX Corporation, which owns 13.5% of Dynamics' common stock, has agreed to
vote for the previously announced merger of CTS and Dynamics and to oppose any
competing transaction, and that Dynamics' shareholders will now have the option
of receiving in the merger either 0.88 CTS shares or $58.00 in cash for each
Dynamics share. The cash consideration will be prorated to the extent that the
total number of Dynamics shares for which cash elections are made exceeds 49.9%
of Dynamics shares less the Dynamics shares owned by CTS prior to the merger.
Based on the number of Dynamics shares presently owned by CTS, the optional cash
election feature would be for up to 18.2% of the presently outstanding Dynamics
shares. The optional cash election feature will not affect the tax-free status
of the share exchange in the merger.
Xxxxxx X. Xxxxxx, Chairman and Chief Executive Officer of CTS, said, "We
are pleased that WHX has committed to support the transaction. We think that the
merger marks the beginning of an exciting new chapter in CTS' more than
century-long history, and are looking forward to turning our undivided attention
to the process of integrating CTS' and Dynamics' operations and continuing to
build long-term shareholder value."
Xxx XxXxx, Chairman of WHX, stated that "We are pleased that the revised
terms of the merger permit Dynamics' shareholders to elect to receive either
cash or shares of CTS and that, as a result of WHX's participation in the
process, we believe that the
revised offer enables Dynamics' shareholders to vote on a transaction that is in
the best interests of all of Dynamics' shareholders."
The merger remains subject to approval by shareholders of both CTS and
Dynamics and other customary conditions. CTS currently owns 31.7% of Dynamics'
common stock, WHX owns 13.5% of Dynamics' common stock and officers and
directors of Dynamics own 8.2% in the aggregate of Dynamics' common stock. The
approval of the merger by Dynamics shareholders requires a two-thirds
shareholder vote. It is expected that Dynamics and CTS shareholders will be
asked to approve the merger in September.
CTS is a diversified manufacturer of electronic and electromechanical
components for the automotive, computer equipment, communications equipment,
instruments and controls, defense and aerospace, and consumer electronics
markets. Headquartered in Elkhart, Indiana, CTS operates manufacturing plants in
the United States and abroad.
Dynamics is a diversified company which manufactures electronic
components, mobile vans and transportable shelters for specialized electronic
and medical diagnostic equipment, portable electric housewares and commercial
appliances, air distribution equipment, specialized air-conditioning equipment
and generator sets. Dynamics currently holds a 44.1% stake in CTS.
WHX is an integrated steel manufacturer based in Pittsburgh, Pennsylvania.
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