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SUBSEQUENT EVENT
9 Months Ended
Jan. 31, 2020
SUBSEQUENT EVENT  
SUBSEQUENT EVENT

NOTE 16 – SUBSEQUENT EVENT

 

On November 26, 2019, Torotel, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Standex International Corporation, a Delaware corporation (“Standex”) and Shockwave Acquisition Corporation, a wholly-owned subsidiary of Standex (“Merger Sub”). Under the terms of the Merger Agreement, Merger Sub will be merged (the “Merger”) with and into Torotel, as a result of which Torotel will continue as the surviving corporation and a wholly-owned subsidiary of Standex.

 

Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the Company’s common stock (each a “Company Share”), other than shares owned by Standex, Merger Sub, or any wholly-owned subsidiary of the Company, or held in the Company’s treasury, will be cancelled and converted into the right to receive $7.77 per share in cash (the “Merger Consideration”). The Company will cause any shares of Company restricted common stock outstanding and subject to vesting conditions as of the Effective Time (whether vested or unvested) to become fully vested and free of any restrictions immediately prior to the Effective Time, and such shares will be treated as Company Shares for all purposes of the Merger Agreement, including the right to receive the Merger Consideration, subject to any applicable withholdings.

 

On February 12, 2020, the Company held a special meeting of its shareholders (the “Special Meeting”) to adopt the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Standex International Corporation, a Delaware corporation (“Parent” or “Standex”),  and Shockwave Acquisition Corporation, a Missouri corporation and a wholly-owned subsidiary of Parent (the “Merger Sub”), dated November 26, 2019. On February 12, 2020, the Merger Agreement was approved by the requisite vote of the Company’s shareholders at the Special Meeting, as disclosed on the Form 8-K filed February 19, 2020. The Company anticipates that the merger will be completed on or before March 31, 2020.

 

The closing of the Merger is subject to the satisfaction of various conditions precedent, and the parties expect the Merger to be completed in the first calendar quarter of 2020.

 

In June 2019, the Company’s Board of Directors authorized management to proceed with the procurement and integration of manufacturing automation technology with a company owned and controlled by Richard Sizemore. Mr. Sizemore serves on the Company’s Board of Directors. Company management believes that the equipment to be procured will serve specific needs of the Company and is being obtained on reasonable terms to the Company. As of January 31, 2020, the Company has entered into a purchase order and is working with the supplier to configure the automation technology. There has been no delivery of the purchased equipment.  The company made a partial payment of $64,000 for the equipment, however, the Company expects payments for the equipment will total approximately $128,000. Except for his ownership and control of the supplier, Mr. Sizemore has no financial interest in the transaction.