Veri-Tek International, Corp. Announces Closing of $11.1 Million Private Placement
WIXOM, Mich., Nov. 15, 2006 -- Veri-Tek International, Corp. (AMEX:VCC) ("Veri-Tek" or the "Company") announced today that it has closed the $11.1 million private placement of its common stock. Pursuant to the terms of the Securities Purchase Agreement entered into among the Company and certain institutional investors on November 3, 2006, Veri-Tek has sold 2,750,000 shares of its common stock, and has issued Series A Warrants to purchase 550,000 shares of the Company's common stock and Series B Warrants to purchase 550,000 shares of the Company's common stock. Each "unit," consisting of one share of common stock, a Series A Warrant to purchase one- fifth of a share of common stock, and a Series B Warrant to purchase one-fifth of a share of common stock, was sold for $4.05, resulting in total proceeds before placement agent fees and other offering expenses of approximately $11.1 million to the Company. The proceeds from this private placement will be used to reduce a portion of the Company's debt and for other general working capital purposes.
David J. Langevin, Veri-Tek's Chairman and CEO, stated, "We are pleased with the closing of this transaction. This event will strengthen our balance sheet, expand our shareholder base and assist us in fulfilling the financial needs of our growing company."
Roth Capital Partners, LLC acted as sole placement agent in the private placement transaction.
The securities issued in the private placement have not been registered under the Securities Act of 1933, as amended, and may not be subsequently offered or sold by the investors in the United States absent registration or an applicable exemption from the registration requirements. The Company has agreed to file a registration statement covering resales by the investors of the common stock, including those shares of common stock issuable upon exercise of the warrants and the warrant issued to the placement agent.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale, would be unlawful prior to the registration or qualification under the securities laws of any such state.
SAFE HARBOR STATEMENT
The press release contains forward-looking information based on Veri-Tek's current expectations, including statements relating to Veri-Tek's private placement of common stock and warrants. Because forward-looking statements involve risks and uncertainties, actual results could differ materially. Such risks and uncertainties, many of which are beyond Veri-Tek's control, include among others: the closing of Veri-Tek's private placement of its common stock and warrants, and other factors, risks, and uncertainties more specifically set forth in Veri-Tek's filings with the SEC. Actual events or the actual factual results of Veri-Tek may differ materially from any forward-looking statements due to those and other risks, uncertainties and significant factors. The forward-looking statements speak only as of the date of this release. Veri-Tek expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements included in this release to reflect any changes in Veri-Tek's expectations with regard thereto or any changes in events, conditions, or circumstances on which such statement is based.
ABOUT VERI-TEK INTERNATIONAL
Founded in 1993, Veri-Tek designs, develops and builds specialty equipment for the automotive and heavy equipment industries utilizing patented and patent pending technology that identifies product defects and production problems early in our customers' manufacturing process. The Company also provides testing services for automotive driveline products and can manufacture certain products for the automotive industry via proprietary manufacturing methods. Through its Manitex, Inc. subsidiary, Veri-Tek is a leading provider of engineered lifting solutions in North America. Based in Georgetown, Texas, Manitex designs, manufactures, and markets a comprehensive line of boom trucks, sign cranes and trolley boom unloaders. Manitex's boom trucks and crane products are primarily used for industrial projects and infrastructure development, including, roads, bridges and commercial construction, and most recently, energy exploration.
FCMN Contact: lgabryel@nobleintl.com