For Immediate Release
Contact: Mark W. Jarman Richard A. Santa
VP of Corporate Development Chief Financial Officer
Dynamic Materials Corporation Dynamic Materials Corporation
303-604-3923 303-604-3938
DMC DEAL WITH SNPE APPROVED BY STOCKHOLDERS
DMC Receives $5.8 Million in Cash at $2.75 Per Share
and an Additional $1.2 million in Cash for Convertible Sub-debt
(Lafayette, CO - June 15, 2000) Dynamic Materials Corporation, (Nasdaq: BOOM),
'DMC', today announced that at the Company's Special Meeting of stockholders a
Stock Purchase Agreement (the Agreement) with SNPE, Inc. (SNPE), was approved by
a strong majority making SNPE a 50.8% stockholder of the Company. The stock
purchase was executed immediately following the Special Meeting activating a
$5.8 million cash payment to the Company in exchange for 2,109,091 shares of the
Company's common stock at a price of $2.75 per share. An additional $1.2 million
cash payment was made under a five-year, 5% Convertible Subordinated Note
convertible in whole or in part into common stock by SNPE at a conversion price
of $6 per share. DMC will use the $7 million primarily to repay debt, finance
working capital requirements and make selective capital investments. DMC also
entered into a new credit facility agreement with SNPE, which provides up to
$3.5 million in borrowings for working capital requirements through June 30,
2001. The Company will continue to maintain a letter of credit with its bank in
support of $6.35 million in outstanding industrial development revenue bond
debt.
Organizational Changes
DMC has also undergone a management restructuring in conjunction with the
transaction. Joseph P. Allwein has assumed the title of Vice President and Chief
Operating Officer and has resigned from the post of Chief Executive Officer as
well as from the Company's board of directors. Bernard Hueber, Chairman and
Chief Executive Officer of Nobel Explosifs France has been named to DMC's board
of directors in place of Joseph P. Allwein, and has been named as the Chairman
of the Board. Bernard Fontana, Vice President of Groupe SNPE, North America and
President of SNPE, Inc., has assumed the office of President and Chief
Executive. Mr. Fontana has also joined the board of directors in place of
Michael C. Franson who has also stepped down from the board. Mr. Michel
Philippe, Corporate Senior Vice-President Finance and Legal Affairs for Groupe
SNPE, and Mr. Bernard Riviere, Senior Vice President and CEO for Groupe SNPE,
each have been appointed to the board of directors in newly created
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directorships. John Banker, a former officer of DMC and president of Clad Metal
Products, Inc., has joined the senior staff of the Company as Vice President of
Sales and Marketing for DMC's Explosion Metalworking Group.
Future Business Direction
"We believe that both DMC and SNPE can benefit from this enhanced relationship,"
said Bernard Fontana, DMC's new president and chief executive officer. "We want
DMC to focus its priorities on the global market for clad plate," concluded
Fontana.
Safe Harbor Statement
This news release contains forward-looking statements that involve risks and
uncertainties, including, but not limited to: the ability to obtain new
contracts at attractive prices; the size and timing of customer orders;
fluctuations in customer demand; competitive factors; the timely completion of
contracts; any actions which may be taken by SNPE as the controlling shareholder
of the Company with respect to the Company and its businesses; the timing and
size of expenditures; the timely receipt of government approvals and permits;
the adequacy of local labor supplies at the Company's facilities; the
availability and cost of funds; and general economic conditions, both
domestically and abroad; and other risks detailed from time to time in the
Company's SEC reports, including the Company's report on Form 10-K for the year
ended December 31, 1999, and reports on Form 10-Q for the quarter ending March
31, 2000.
SNPE, Inc. is a wholly owned subsidiary of Groupe SNPE, a French
government-owned fine chemicals, aerospace and defense company with interests in
the explosion bonding of clad metal plates.
Based in Lafayette, Colorado, Dynamic Materials Corporation is a leader in the
metal working industry, and its products include bonded clad metal plates and
other metal fabrications for the petrochemical, chemical processing,
satellite/launch vehicle, commercial aircraft, defense and a variety of other
industries.
For more information on Dynamic Materials Corporation
visit the Company's web site at http://www.dynamicmaterials.com
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