Standard Automotive Reaches Agreement for Sale of Ranor
NEW YORK--June 25, 2002--Standard Automotive Corporation today announced that it has entered into a definitive agreement for the sale of Ranor, Inc. to RBRAN Acquisitions, Inc., for $8 million in cash, subject to certain adjustments. The sale agreement requires that the Company effectuate the sale through a voluntary Chapter 11 case. Today, Ranor, Inc. filed voluntary petitions for reorganization under the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York.Under the terms of the sale agreement, RBRAN Acquisitions, Inc. will purchase substantially all of the assets, business operations, and properties, subject to higher and better offers. In addition, all outstanding pre-petition trade debt will be paid upon completion of the sale.
John E. Elliott, II, Standard Automotive's chairman and chief restructuring officer, emphasized that neither the employees nor customers of Ranor should notice any difference in operations as a result of the filing or during the sale process. "Daily operations will continue as usual, plants and offices will remain open at the same times and all aspects of the business will go on as before the Chapter 11 filing. Our employees will continue to be paid as they always have and transactions that occur in the ordinary course of business will proceed as usual," he said.
"We are confident we will have sufficient financial resources to purchase the merchandise and services necessary to operate our plants during the sale process and beyond. We look forward to continued support from our suppliers during the sale process. The action we took today puts the Company in a better position to compete effectively and capitalize on opportunities for future growth," Mr. Elliott added.
Standard Automotive previously filed for protection under Chapter 11 on March 19, 2002 in order to commence a restructuring process to allow prospective buyers to evaluate its operations while business activities continued without interruption.
Standard Automotive is a diversified company with production facilities located throughout the United States, Canada and Mexico. Standard Automotive manufactures precision products for aerospace, nuclear, industrial and defense markets, and it builds a broad line of specialized dump truck bodies, dump trailers, and related products.
The statements contained in this release that are not historical facts are "forward-looking statements" (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements include those describing the expected future operations of Standard Automotive Corporation and the expectations regarding the outcome of the financing and restructuring transactions described in this release. Management wishes to caution the reader that these forward-looking statements are only predictions and are subject to risks and uncertainties and actual results may differ materially from those indicated in the forward-looking statements as a result of a number of factors. These factors include, but are not limited to, risks associated with the company's ability to complete the transactions described in this release and those risks and uncertainties described from time to time in the reports filed by the Company with the Securities and Exchange Commission, including its Annual Report on Form 10-KA filed on July 27, 2001 for the fiscal year ended March 31, 2001 and in its Quarterly Report on Form 10-Q filed on February 19, 2002 for the quarter ended December 31, 2001. Other important factors that could cause actual events or results to be materially different from the forward-looking statements include the ability of the Company to continue as a going concern; court approval of the Company's first day papers and other motions prosecuted by it from time to time in the chapter 11 cases; the ability of the Company to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the chapter 11 cases (or any significant delay with respect thereto); risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans of reorganization, for the appointment of a chapter 11 trustee or to convert the cases into a chapter 7 cases.