Board Agrees; CEM Corp. To Be Acquired By CEO

Michael Collins, the president and CEO of CEM Corp. (Charlotte, NC), has entered into a merger agreement through which he hopes to acquire all of CEM's outstanding shares at a price of $11.15 per share in cash. An affirmative vote of 66 2/3% of CEM's outstanding common stock shareholders is needed to approve the transaction. Collins already owns more than 15% of the outstanding common stock of CEM.

A special committee of the Board of Directors of CEM, which was appointed to consider the transaction and assess other strategic alternatives, has announced that $11.15 per share is a fair price for shareholders. Brookwood Associates Inc. acted as the committee's financial advisor.

To learn more about the offer, read: CEM Receives Negotiated Merger Offer, Collins Ups Ante In Bid To Buy CEM Corp.

The $11.15 price represents a 94% premium to the closing price of CEM common stock on Oct. 18, 1999, the day the company announced Collins' first acquisition proposal, and a 32% premium to the CEM's closing stock price of $8.44 on Dec. 29, 1999. The $11.15 price is also 33% greater than the $8.40 per share price initially proposed by Collins in October.

The transaction is not subject to any financing contingency. Collins has accepted a commitment from Banc of America Commercial Finance Corporation to provide the necessary financing. The commitment was arranged for Collins by his financial advisor, Wachovia Securities Inc.

The transaction is subject to approval by CEM's shareholders and to certain other customary conditions. The company currently believes that the shareholder vote and the closing of the transaction (if approved by the shareholders) could occur early in CEM's fourth fiscal quarter (the second calendar quarter).

CEM manufactures microwave-based instrumentation for testing and analysis. The company's products are used worldwide in the general analytical laboratory market, and in many manufacturing industries, including food and chemical processing.

For more information, call Michael Collins of CEM at 704-821-7015.

Edited by Laura Vandendorpe