RECITALSShareholders Agreement • July 18th, 1997 • CTS Corp • Electronic components & accessories • New York
RECITALSAgreement and Plan of Merger • July 18th, 1997 • CTS Corp • Electronic components & accessories • New York
WHX AGREES TO SUPPORT THE CTS/DYNAMICS MERGERMerger Agreement • July 18th, 1997 • CTS Corp • Electronic components & accessories
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.
