Southern Manufacturing

Zoltek Announces Agreement and Plan of Merger with Toray

01 October 2013

Zoltek Companies has announced that it has entered into a merger agreement with Toray Industries.

Toray states it will acquire all of the Company’s outstanding shares for $16.75 per share in cash, for a total equity value of approximately $584 million.

In connection with the execution of the merger agreement, Zsolt Rumy, the Company’s Chairman and Chief Executive Officer, entered into a voting agreement with Toray, in which Mr. Rumy agreed to vote his Company stock, representing approximately 18% of the Company’s outstanding shares, in favour of the merger.

Following the closing of the transaction, the Company will be a wholly-owned subsidiary of Toray and operate as a separate business unit. The transaction is not subject to any financing condition and the parties are targeting a late 2013 or early 2014 closing, subject to customary closing conditions, including the approval of the Company’s shareholders and certain regulatory approvals.

The Company’s Board of Directors unanimously approved the transaction.

Mr. Rumy commented, “This transaction represents a great result for our shareholders, customers and employees. Toray provides unique opportunities to drive the continued growth of our commercial carbon fibres business well into the future.”

J.P. Morgan Securities is serving as financial advisor to the Company and provided a fairness opinion to the Board. Thompson Coburn LLP is serving as counsel to the Company in connection with the transaction.

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