
Royal Laser Corp announced that the company has reached an agreement in principle with Triple M Metal LP to support an all cash offer by Triple M to acquire all of the outstanding common shares of Royal Laser for USD 43,500,000, or approximately USD 0.45957 per common share. In connection therewith, the Company has agreed to negotiate a support agreement with Triple M on an exclusive basis.
The Company and Triple M intend to finalize and sign during the exclusive period a definitive support agreement and lock up agreements with Jaguar Financial Corporation and William Iannaci which collectively own 32% of the Company's outstanding common shares.
The execution and delivery of the definitive agreements is not subject to any due diligence or financing condition but is subject to, among other things, the approval of the board of directors of the company.
The offer will be subject to the usual conditions, including a minimum tender condition, that will be set forth in a take over bid circular that will be mailed to Royal Laser's shareholders in due course. These conditions will also include a requirement to sell Royal Laser's non core assets consisting of Royal Laser Manufacturing, WAM Industries, Smokey Manufacturing, Thunder Tool, and Envyrozone. The obligations of the Board to support, and Triple M to make, the Offer are subject to, among other things, the execution of the definitive agreements during the exclusivity period.
The Company also announced today that it has reached an agreement in principle to sell the Non-Core Assets to a company controlled by Mr. William Iannaci, Co-Chief Executive Officer of the Company, for the assumption of debt and a cash payment of $970,000, or approximately $0.01 per common share. Royal Laser shareholders will be entitled to receive payment of the proposed cash consideration of $0.01 per common share paid under the Non-Core Asset transaction. The sale of the Non-Core Assets to Mr. Iannaci is subject to the execution of a definitive purchase agreement.










