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ENVIRODYNE INDUSTRIES, INC.
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NASDAQ Small Cap - EDNY MEDIA: INVESTORS
Roy Wiley Stephen M. Schuster
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(630) 575-2400
ENVIRODYNE INDUSTRIES RESPONDS TO ACQUISITION
PROPOSAL BY ZAPATA CORPORATION
OAK BROOK, IL, May 14 -- Envirodyne Industries, Inc. (NASDAQ Small Cap:
EDYN) announced today that it received a proposal from Zapata Corporation
to acquire it. Pursuant to the proposal, Envirodyne would receive $4 in
cash per share and shares of Zapata common stock described by Zapata as
being valued at $4, based on a formula to be negotiated.
Zapata's proposal is subject to a number of significant conditions,
including negotiation of the valuation of Zapata's stock to be offered to
Envirodyne stockholders, refinancing of Envirodyne's outstanding debt and
election of Zapata's three director nominees to Envirodyne's Board.
Edward F. Gustafson, chairman, president and chief executive officer of
Envirodyne, said, "As we have said repeatedly, Envirodyne's Board is
prepared to carefully consider any bona fide proposal to acquire Envirodyne
at a price that is fair to all stockholders, and will carefully review
Zapata's proposal.
"If the independent board concludes that Zapata's proposal is in the best
interest of stockholders, we would obviously proceed with further
discussions with Zapata. But, it makes no sense to begin the process of
negotiating a possible acquisition transaction by turning over control of
Envirodyne to the very person attempting to buy it, as Zapata's offer
requires.
"If Zapata's proposal is a bona fide bid to acquire Envirodyne at a fair
price, Zapata would in fact gain control of Envirodyne and its Board of
Directors at the appropriate time -- after it had negotiated an acceptable
transaction and paid a fair price to all stockholders. But, if the
proposal, which does not obligate Zapata to do anything and does not even
specify how the Zapata shares are to be valued, is merely a cynical attempt
to manipulate the upcoming election, we are confident that our stockholders
will see the proposal for what it really is.
"We continue to believe that the best interests of our stockholders are
served by maintaining an independent Board to negotiate with Zapata or any
other bidder," Gustafson concluded.
