Duravant LLC ("Duravant") announced today that on February 8, 2018, a wholly-owned subsidiary of Duravant, Cascade Merger Sub, Inc., commenced a cash tender for all of the outstanding shares of common stock of Key Technology, Inc. ("Key Technology") (NASDAQ: KTEC) at price per share of $26.75, net to the seller in cash, without interest and subject to any withholding of taxes. The tender offer is being made in connection with the Agreement and Plan of Merger which Duravant and Key Technology announced on January 25, 2018.
The tender offer is scheduled to expire one minute after 11:59 p.m. (Eastern Time) on Thursday, March 8, 2018, unless extended. Following the completion of the tender offer, Duravant expects to consummate a merger of Cascade Merger Sub, Inc. and Key Technology in which remaining Key Technology shareholders will receive the same cash price per share as paid in the tender offer.
On February 8, 2018, Duravant filed with the U.S. Securities and Exchange Commission (the "SEC") a tender offer statement on Schedule TO, which provides the terms of the tender offer. Additionally, Key Technology filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of the Key Technology board of directors that Key Technology shareholders accept the tender offer and tender their shares.
The closing of the tender offer is subject to customary terms and conditions, including the tender of a number of shares which, together with shares then owned by Duravant (if any), represents at least a majority of the shares then outstanding, and the completion of a seven business day marketing period relating to Duravant's debt financing.
Copies of the Offer to Purchase, the related Letter of Transmittal and other materials related to the tender offer may be obtained for free from the information agent, D.F. King & Co., Inc., toll-free at 800-309-2984 or collect at (212) 269-5550. The depositary for the tender offer is American Stock Transfer & Trust Co., LLC.
