TOLLAND, Conn., July 26, 2011 /PRNewswire/ -- Gerber Scientific,
Inc. (NYSE: GRB) (the "Company" or "Gerber Scientific"), today
announced the expiration of the 45-day "go shop" period pursuant to
the terms of the previously announced merger agreement dated as of
June 10, 2011 among the Company,
Vector Knife Holdings (Cayman), Ltd. and Knife Merger Sub, Inc.
(the "Merger Agreement").
During the "go shop" process, the Company was permitted to
initiate, solicit and encourage alternative acquisition proposals
from third parties and provide non-public information to and enter
into discussions or negotiations with third parties with respect to
alternative acquisition proposals for a period of 45 calendar days
continuing through July 25, 2011.
At the direction and under the supervision of the Company's
Board of Directors, RA Capital Advisors, LLC, financial advisor to
the Company's Board of Directors ("RA Capital"), conducted the "go
shop" process on behalf of the Company. RA Capital engaged in an
active and extensive solicitation of 36 parties that RA Capital
advised the Company might be capable of and interested in pursuing
a transaction with the Company, which resulted in three parties
negotiating and entering into confidentiality agreements with the
Company. Despite these efforts, the Company did not receive any
alternative acquisition proposals during the 45-day "go shop"
period.
The Board of Directors has scheduled a special meeting of the
Company's shareholders to consider and vote upon, among other
things, a proposal to approve the Merger Agreement on August 18, 2011 at the Hilton Hartford Hotel,
Hartford, Connecticut at
10:00 a.m. local time.
About Gerber Scientific, Inc.
Gerber Scientific, Inc. (http://www.gerberscientific.com) is a
leading international supplier of sophisticated automated
manufacturing systems for the sign making, specialty graphics,
packaging, apparel and industrial industries. Headquartered
in Tolland, Connecticut, the
Company operates through three primary businesses: Gerber
Scientific Products, Spandex and Gerber Technology.
Important Information
The Company has filed with the Securities and Exchange
Commission (the "SEC") and mailed to its shareholders a definitive
proxy statement regarding the proposed acquisition of the Company
by Vector Capital Corporation ("Vector"). Investors and security
holders are urged to read the definitive proxy statement relating
to such acquisition and any other relevant documents filed with the
SEC because they contain important information. Investors and
security holders may obtain a free copy of the definitive proxy
statement and other documents that the Company files with the SEC
from the SEC's website at www.sec.gov and the Company's website at
www.gerberscientific.com. In addition, the definitive proxy
statement and other documents filed by the Company with the SEC may
be obtained from the Company free of charge by directing a request
to Gerber Scientific, Inc., c/o Investor Relations, 24 Industrial
Park Road West, Tolland, CT
06084 USA, telephone:
860-870-2890.
Certain Information Regarding Participants
The Company, its directors, executive officers and certain
employees may be deemed to be participants in the solicitation of
the Company's security holders in connection with the proposed
acquisition of the Company by Vector. Security holders may obtain
information regarding the names, affiliations and interests of such
individuals in the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 2011,
which was filed with the SEC on June 29,
2011. Additional information regarding the interests of such
individuals can also be obtained from the definitive proxy
statement relating to the proposed acquisition of the Company by
Vector. These documents may be obtained free of charge from the
SEC's website at www.sec.gov and the Company's website at
www.gerberscientific.com.
Forward-looking Statements
Any statements in this news release not relating to historical
matters are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Words such as "anticipates,"
"will," "could," "should," "believes," "expects," "estimates,"
"intends," "plans," "projects," and similar expressions, may
identify such forward-looking statements. The forward-looking
statements contained in this news release involve risks and
uncertainties regarding the Company's expected financial condition,
results of operations and cash flows. For information identifying
other important economic, political, regulatory, legal,
technological, competitive and other uncertainties, readers are
referred to the Company's filings with the SEC, including but not
limited to, the information included in the Company's Annual Report
on Form 10-K for the fiscal year ended April
30, 2011, which outlines certain important risks regarding
the Company's forward-looking statements, as well as information
included in subsequently filed Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. These risks include, but are not
limited to, delays in the Company's new product development and
commercialization, intense competition in markets for each of the
Company's operating segments, rapid technological advances,
availability and cost of raw materials, adverse economic and credit
market conditions, volatility in foreign currency exchange rates,
fluctuations in interest rates and the parties' ability to
consummate the proposed acquisition of the Company by Vector.
Actual future results or events may differ materially from these
forward-looking statements. The forward-looking statements
contained in this release are made as of the date of this release
and the Company expressly disclaims any obligation to update any of
these forward-looking statements, except as required by law.
SOURCE Gerber Scientific, Inc.