Daily News: May 21, 2012

Flanders Closes Merger With Insight Equity


Flanders Corporation, a manufacturer of air filters, air handling and containment systems, and related products in North America, announced the completion of its acquisition through merger by an affiliate of Insight Equity Holdings LLC, a middle-market private equity firm. The transaction was previously announced on March 19, 2012.

The transaction was approved by the company’s shareholders at a special meeting held on April 27, 2012, with approximately 97% of the voted shares and 83.7% of the company’s total outstanding shares of common stock as of the record date voting to approve the merger. Under the terms of the merger agreement, the company’s shareholders will receive $4.40 in cash for each share of the company’s common stock that they held. The company’s common stock will cease trading on the OTC/QX and will be delisted as of the close of markets on May 16, 2012.

Shareholders of record will receive a letter of transmittal and instructions on how to surrender their stock certificates in exchange for the $4.40 per share merger consideration. Shareholders of record should wait to receive the letter of transmittal before surrendering their stock certificates.

Commenting on the closing of the merger, Harry Smith, who will remain the CEO of Flanders, said, “While the last four years have been a challenging journey, to have our shareholders recognize the value created is gratifying to our team. All the employees of Flanders and I appreciate the support of our shareholders over these last several years.”

Smith continued, “As we now open a fresh chapter with our new partner, Insight Equity, we look to increasing our levels of customer service, brand positioning and overall market leadership. This is a very exciting time to be with Flanders.”

Brad Buser, a VP of Insight Equity commented, “We are excited to partner with the Flanders management team to continue to create long-term value in the air filtration industry. This management team’s dedication to growing their business through unparalleled customer service and value-added products is a key reason for Insight’s interest in Flanders. We believe our hands-on collaborative approach will allow us to complement the team in several areas, including the sourcing of raw materials, which will bring additional value to Flanders and its customers.”