SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION / RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
OF THE SECURITIES ACT OF 1934
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OEA, INC.
(Name of Subject Company)
OEA, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
670826106
(CUSIP Number of Class of Securities)
DR. CHARLES B. KAFADAR
OEA, INC.
P.O. BOX 100488
DENVER, COLORADO 80250
(303) 693-1248
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of the Person Filing Statement)
With a Copy to:
RONALD R. LEVINE, II, ESQ.
DAVIS, GRAHAM & STUBBS LLP
370 SEVENTEENTH STREET, SUITE 4700
DENVER, COLORADO 80202
(303) 892-7400
[X] Check the box if the filing relates solely to preliminary communication
made before the commencement of a tender offer.*
* This Schedule 14D-9 relates to the proposed tender offer by Autoliv, Inc.
<PAGE>
[OEA LETTERHEAD]
OEA To be Acquired by Autoliv
DENVER, March 13 /PRNewswire/ -- The Board of Directors of OEA, Inc. (NYSE:
OEA) announced today that it has entered into an Agreement and Plan of Merger
with Autoliv Inc. which contemplates a tender offer by Autoliv for all
outstanding shares of common stock of OEA for a purchase price of $10.00 per
share in cash.
The tender offer contains a minimum condition of acceptance by a majority
of the common stock outstanding, along with other customary conditions, and
the agreement contemplates a second step merger in which untendered shares
would be converted into the right to receive $10.00 per share in cash. It is
expected that Autoliv will commence the tender offer shortly.
Charles B. Kafadar, president and CEO, said, "OEA is very happy to be
joining the Autoliv family, the worldwide leader in automotive safety systems.
This merger will provide greater market opportunities for OEA's products and
advanced technology, leading to continued growth and more opportunities for
OEA's employees."
OEA is the technology leader and a major manufacturer in the air bag
inflator and initiator industry. The Company is also a leader in the design and
manufacture of personnel escape systems for military aircraft and
high-reliability devices for missile and aerospace applications.
* * * * * * * * * * * *
Investors and security holders are advised to read both the tender offer
statement and the solicitation recommendation statement regarding the tender
offer referred to in this press release, when they become available, because
they will contain important information. The tender offer statement will be
filed by Autoliv, Inc. with the Securities and Exchange Commission, and the
solicitation/recommendation statement will be filed with the Commission by OEA,
Inc. Investors and security holders may obtain a free copy of these statements
(when available) and other documents filed by Autoliv, Inc. and OEA, Inc. with
the Commission at the Commission's web site at www.sec.gov. The
solicitation/recommendation statement and such other documents may also be
obtained for free from OEA, Inc. by directing such request to: OEA, Inc.,
1225 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Attention: John
Banko, telephone: (303) 693-1248, e-mail: [email protected].
* * * * * * * * * * * *
SOURCE OEA, INC.
-0- 03/13/200
/CONTACT: John E. Banko of OEA Investor Relations, 303-693-1248; or Jay
Pfeiffer of Pfeiffer Public Relations, Inc., 303-393-7044, [email protected],
for OEA, Inc./
(OEA)
-0-
