Under the plan, each of its outstanding shares of common stock -
other than shares owned by its largest shareholder, UM Holdings, Ltd.
and UM’s subsidiaries and shareholders, which include John Aglialoro,
Cybex’s Chairman and CEO, and Joan Carter, a director of the company –
will be converted into $2.55 per share payable in cash.
Consummation of the merger continues subject to standard closing conditions, which the Company anticipates being satisfied within the next week. Upon consummation of the merger, all outstanding shares of the Company’s common stock (other than shares held by UM, its subsidiaries, and Mr. Aglialoro and Ms. Carter) will be cancelled in exchange for $2.55 per share, cash. Cybex shares will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company will no longer be subject to the reporting requirements of the Exchange Act, and the shares will no longer trade on any market.
Shortly after the merger is completed, Cybex will forward to its shareholders a letter of transmittal with instructions on how to send share certificates to the paying agent in order to receive the merger consideration. This letter of transmittal must be used to exchange shares of common stock for the merger consideration following the merger. No shareholder should send any share certificates until the shareholder has received notice that the merger is complete accompanied by the letter of transmittal.
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