Farmingdale, NY, Oct. 23, 2017 (GLOBE NEWSWIRE) -- Cemtrex, Inc. (Nasdaq: CETX, CETXP, CETXW) today announced a
revised exchange offer, valued substantially higher at $11 per share, to acquire Key Tronic Corporation (Nasdaq: KTCC) by offering
to exchange each outstanding share of Key Tronic common stock for one series 2 unit consisting of (i) one $10 4% debenture due 2024
and (ii) one third (1/3rd) share of Cemtrex common stock. The purpose of the offer is for Cemtrex to acquire control of,
and ultimately the entire interest in Key Tronic.
Exchange Price: 1 share of KTCC common stock for each CETX
Series 2 Unit
Every Cemtrex series 2 unit offered for each outstanding share of Key Tronic common stock will consist of the
following:
- One $10 principal amount of Cemtrex's 4% subordinated debenture due 2024, and
- One third (1/3rd) share of Cemtrex common stock
On Friday, October 20th: KTCC closed at $6.91 per share of
common stock.
CETX closed at $2.92 per share of common stock
This revised offer with Cemtrex’s series 2 units equals $11 per KTCC share which represents an approximate 59%
premium to Friday’s $6.91 closing price of Key Tronic’s common shares.
The Cemtrex debenture will pay quarterly interest, be subordinated only to senior bank indebtedness, contain
certain covenants and are intended to be listed for trading on OTC, or NASDAQ, as appropriate. Cemtrex will seek to get them
trading as soon as reasonably possible post closing. All fractional shares of Cemtrex stock shall be adjusted up or down to a whole
number.
Cemtrex believes its business model and financial resources would construct an optimal platform for the combined
company to create long-term value for all stockholders.
This revised exchange offer is the first step in Cemtrex’s plan to acquire all of the outstanding shares of Key
Tronic, which may not be completed through this offering and may be accomplished through one or more transactions following this
offering although no assurance can be given that Cemtrex will be able to gain control of Key Tronic. The complete terms and
conditions of the exchange offer shall be set forth in an amended Form S-4 registration statement when filed, with the Securities
and Exchange Commission.
About the Exchange Offer
The exchange offer is conditioned upon, among other things, the registration statement for the issuance of Cemtrex
debentures and common stock in the exchange offer being declared effective by the Securities and Exchange Commission and, to the
extent required by the rules of the Nasdaq Stock Market, stockholder approval of the issuance of Cemtrex securities in the offer,
which the executive officers and directors of Cemtrex have the voting power to approve. A registration statement relating to these
securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be
sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.
This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an
offer to buy any securities. Any exchange offer will be made only through a registration statement and related materials. Investors
and stockholders of Key Tronic are advised to read this registration statement and other disclosure materials (including other
disclosure materials when they become available) carefully because they will contain (and will contain) important
information. Investors and stockholders may obtain a free copy of the disclosure materials and other documents filed by
Cemtrex with the Securities and Exchange Commission at the SEC’s website at www.sec.gov. A free copy of the disclosure
materials and other documents of Cemtrex may also be obtained from Cemtrex upon request by directing such request to Okapi Partners
LLC, the Exchange Agent for the exchange offer:
Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
Banks and brokerage firms, please call: (212) 297-0720
Stockholders and all others call toll-free: (855) 208-8901
Email: cemtrex@okapipartners.com
About Cemtrex
Cemtrex, Inc. (NASDAQ:CETX) is an international diversified industrial and manufacturing company that provides a
wide array of solutions to meet today’s technology challenges. Cemtrex provides manufacturing services of advanced custom
engineered electronics design and manufacturing services, comprehensive industrial services, monitoring instruments for industrial
processes and environmental compliance, and systems for controlling particulates, hazardous gases, emissions of Greenhouse gases,
and other regulated pollutants. The Company is also in the process of developing its own proprietary IoT and wearable devices. For
more information about Cemtrex, please visit www.cemtrex.com.
Forward-Looking Statements
This release contains forward-looking statements relating to Cemtrex’s exchange offer for all of the outstanding shares of Key
Tronic common stock and Cemtrex’s expectations with regard to the proposed transaction. These forward-looking statements are
based on Cemtrex’s current intent, expectations, estimates and projections and are not guarantees of future performance.
These statements involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause
actual results to vary materially from those expressed in or indicated by them. In addition, some factors are beyond
Cemtrex’s control. Factors that could cause actual results to differ materially from the statements made in this release
include, among others: (i) the willingness of Key Tronic shareholders to tender their shares in the exchange offer and the number
and timing of shares tendered; (ii) the satisfaction, or waiver by Cemtrex to the extent legally permissible, of all conditions to
the exchange offer; (iii) Cemtrex’s and Key Tronic’s ability to receive any and all necessary approvals, including any necessary
governmental or regulatory approvals; and (iv) other factors as described in filings with the Securities and Exchange Commission,
including the factors to be discussed under the heading “Risk Factors” in Cemtrex’s registration statement on Form S-4 as filed
with the Securities and Exchange Commission.
Investor Relations Cemtrex, Inc. Phone: 631-756-9116 investors@cemtrex.com
