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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. _____)
Kyzen Corporation
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(Name of Subject Company)
Kyzen Corporation
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(Name of Persons Filing Statement)
Common Stock, $.01 Par Value Per Share
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(Title of Class of Securities)
501596100
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(CUSIP Number of Class of Securities)
Kyle J. Doyel
Kyzen Corporation
430 Harding Industrial Drive
Nashville, TN 37211
(615) 831-0888
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(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
With a copy to:
E. Marlee Mitchell
Waller Lansden Dortch & Davis,
A Professional Limited Liability Company
511 Union Street, Suite 2100
Nashville, Tennessee 37219
(615) 244-6380
[X] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
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Contact: Tom Forsythe (investor relations)
Kyzen Corporation 615-831-0888
KYZEN BOARD REJECTS UNSOLICITED ACQUISITION PROPOSAL;
REAFFIRMS COMMITMENT TO LONG-TERM STRATEGIC PLAN
NASHVILLE, TN (APRIL 5, 2000). Kyzen Corporation (OTCBB: KYZN), a leading
provider of CFC-free specialty chemicals and processes for precision cleaning
applications in high-technology manufacturing, today announced that on March 21,
2000 it received an unsolicited acquisition proposal from Petroferm, Inc., which
is seeking to acquire Kyzen at a cash price of $1.00 per share.
Kyzen's Board of Directors met and thoroughly evaluated the offer in
light of Kyzen's strategic business plan. The Board unanimously concluded that
Kyzen's shareholders should derive much greater value in the long term by
continuing as an independent company than from selling to any third party at
this time. Consequently, the Board of Kyzen notified Petroferm that Kyzen was
not for sale at the present time.
Kyle Doyel, Kyzen's Chief Executive Officer, noted "It's clear that our
business plan is working. By the end of this week we intend to announce our
first quarter results, which will reflect record revenues and net income."
Kyzen Corporation is a specialty chemical company focused on
CFC-replacement chemistries and processes for electronic and other high
technology industries where precision cleaning processes are required.
Kyzen strongly advises all of its shareholders to read Kyzen's statements in
response to Petroferm's tender offer when such statements are available because
they will contain important information. Kyzen's statements may be obtained at
no charge through the SEC's web site at www.sec.gov or by directing a request
to: Kyzen Corporation, 430 Harding Industrial Drive, Nashville, Tennessee 37211,
Attn: Investor Relations; telephone: (615) 831-0888. In addition, shareholders
are advised to consult any further disclosures Kyzen may make on related
subjects in its 10-QSB, 8-K and 10-KSB reports to the SEC.
The statements in this press release that relate to future plans, events or
performance are forward-looking statements that involve risks and uncertainties.
Management has included in this press release certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. When used,
statements which are not historical in nature, including the words "anticipate,"
"estimate," "should," "expect," "believe," "intend" and similar expressions are
intended to identify forward-looking statements. Such statements are, by their
nature, subject to certain risks and uncertainties. Among the factors that could
cause actual results to differ materially from those projected are the
following: business conditions and the general economy as they affect interest
rates; business conditions as they affect manufacturers of chemical raw
materials; the federal, state and local regulatory environment; changes in the
import and export rules, regulations and tariffs as they apply to countries
where the Company conducts its business; the ability of the Company to obtain
financing or equity capital with favorable terms and conditions; the
availability of new expansion and acquisition opportunities; changes in the
financial condition or corporate strategy of the Company's primary customers;
and the ability of the Company to develop new competitive product lines. Actual
results, events and performance may differ materially from those projected.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to release publicly the results of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
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