EX-99
4
ex99-1.htm
EXHIBIT 99.1
ex99-1.htm
Exhibit 99.1
FOR IMMEDIATE RELEASE
ZOLTEK ANNOUNCES CLOSING OF THE MERGER WITH TORAY INDUSTRIES, INC.
ST. LOUIS, MISSOURI
-
February 28, 2014
- Zoltek Companies, Inc. (Nasdaq: ZOLT) (the "Company") today announced that it had completed the merger contemplated by the Agreement and Plan of Merger (the "Merger Agreement") with Toray Industries, Inc. ("Toray"). The Company and Toray announced the execution of the Merger Agreement on September 26, 2013.
Under the terms of the Merger Agreement, Toray acquired all of the Company's outstanding shares for $16.75 per share in cash, for a total equity value of approximately $584 million. As a result of the merger, the Company became a wholly-owned subsidiary of Toray and will operate as a separate business unit.
J.P. Morgan Securities LLC served as financial advisor to the Company. Thompson Coburn LLP served as counsel to the Company in connection with the transaction.
* * *
This press release contains certain statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "expect", "believe", "goal", "plan", "intend", "estimate", and similar expressions and variations thereof are intended to specifically identify forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of us, our directors and officers with respect to, among other things: (1) our financial prospects; (2) our growth strategy and operating strategy, including our focus on facilitating acceleration of the introduction and development of mass market applications for carbon fibers; and (3) our current and expected future revenue. This press release also contains statements that are based on the current expectations of our company. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. The factors that might cause such differences include, among others, our ability to: (1) successfully adapt to recessionary conditions in the global economy and substantial volatility in order rates from our wind energy customers, including our principal customer Vestas Wind Systems; (2) penetrate existing, identified and emerging markets, including entering into new supply agreements with large volume customers; (3) continue to improve efficiency at our manufacturing facilities on a timely and cost-effective basis; (4) successfully add new planned capacity for the production of carbon fiber, prepregs and precursor raw materials and meet our obligations under long-term supply agreements; (5) operate profitably; (6) increase or maintain our borrowing at acceptable costs; (7) manage changes in customers' forecasted requirements for our products; (8) continue investing in application and market development for a range of applications; (9) manufacture low-cost carbon fibers and profitably market them despite fluctuations in raw material and energy costs; (10) successfully operate our Mexican facility to produce acrylic fiber precursor and carbon fibers; (11) successfully continue operations at our Hungarian facility if natural gas supply disruptions occur; (12) successfully prosecute patent litigation; (13) successfully facilitate adoption of our carbon fibers by the auto industry for use in high-volume applications; (14) establish and grow prepreg capacity; (15) speed development of low-cost carbon fiber sheet molding compounds for the automotive industry pursuant to our global collaborative partnership with Magna Exteriors and Interiors; and (16) manage the risks identified under "Risk Factors" in our filings with the SEC. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.
For further information contact:
Andrew Whipple, CFO
3101 McKelvey Road
St. Louis, MO 63044
(314) 291-5110

EX - 99 4 ex99 - 1 . htm EXHIBIT 99 . 1 ex99 - 1 . htm Exhibit 99 . 1 FOR IMMEDIATE RELEASE ZOLTEK ANNOUNCES CLOSING OF THE MERGER WITH TORAY INDUSTRIES , INC . ST . LOUIS , MISSOURI - February 28 , 2014 - Zoltek Companies , Inc . ( Nasdaq : ZOLT ) ( the " Company " ) today announced that it had completed the merger contemplated by the Agreement and Plan of Merger ( the " Merger Agreement " ) with Toray Industries , Inc . ( " Toray " ) . The Company and Toray announced the execution of the Merger Agreement on September 26 , 2013 . Under the terms of the Merger Agreement , Toray acquired all of the Company 's outstanding shares for $ 16.75 per share in cash , for a total equity value of approximately $ 584 million . As a result of the merger , the Company became a wholly - owned subsidiary of Toray and will operate as a separate business unit . J . P . Morgan Securities LLC served as financial advisor to the Company . Thompson Coburn LLP served as counsel to the Company in connection with the transaction . * * * This press release contains certain statements that constitute " forward - looking statements " within the meaning of Section 27A of the Securities Act of 1933 , as amended , and Section 21E of the Securities Exchange Act of 1934 , as amended . The words " expect " , " believe " , " goal " , " plan " , " intend " , " estimate " , and similar expressions and variations thereof are intended to specifically identify forward - looking statements . Those statements include statements regarding the intent , belief or current expectations of us , our directors and officers with respect to , among other things : ( 1 ) our financial prospects ; ( 2 ) our growth strategy and operating strategy , including our focus on facilitating acceleration of the introduction and development of mass market applications for carbon fibers ; and ( 3 ) our current and expected future revenue . This press release also contains statements that are based on the current expectations of our company . You are cautioned that any such forward - looking statements are not guarantees of future performance and involve risks and uncertainties , and that actual results may differ materially from those projected in the forward - looking statements as a result of various factors . The factors that might cause such differences include , among others , our ability to : ( 1 ) successfully adapt to recessionary conditions in the global economy and substantial volatility in order rates from our wind energy customers , including our principal customer Vestas Wind Systems ; ( 2 ) penetrate existing , identified and emerging markets , including entering into new supply agreements with large volume customers ; ( 3 ) continue to improve efficiency at our manufacturing facilities on a timely and cost - effective basis ; ( 4 ) successfully add new planned capacity for the production of carbon fiber , prepregs and precursor raw materials and meet our obligations under long - term supply agreements ; ( 5 ) operate profitably ; ( 6 ) increase or maintain our borrowing at acceptable costs ; ( 7 ) manage changes in customers ' forecasted requirements for our products ; ( 8 ) continue investing in application and market development for a range of applications ; ( 9 ) manufacture low - cost carbon fibers and profitably market them despite fluctuations in raw material and energy costs ; ( 10 ) successfully operate our Mexican facility to produce acrylic fiber precursor and carbon fibers ; ( 11 ) successfully continue operations at our Hungarian facility if natural gas supply disruptions occur ; ( 12 ) successfully prosecute patent litigation ; ( 13 ) successfully facilitate adoption of our carbon fibers by the auto industry for use in high - volume applications ; ( 14 ) establish and grow prepreg capacity ; ( 15 ) speed development of low - cost carbon fiber sheet molding compounds for the automotive industry pursuant to our global collaborative partnership with Magna Exteriors and Interiors ; and ( 16 ) manage the risks identified under " Risk Factors " in our filings with the SEC . Because forward - looking statements are inherently subject to risks and uncertainties , some of which can not be predicted or quantified , you should not rely upon forward - looking statements as predictions of future events . The events and circumstances reflected in the forward - looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward - looking statements . For further information contact : Andrew Whipple , CFO 3101 McKelvey Road St . Louis , MO 63044 ( 314 ) 291 - 5110