SPOKANE VALLEY, WA -- Key Tronic today issued a strong rebuttal to a rival's latest attempt to sway investor sentiment toward its hostile takeover proposal.
In a statement, Key Tronic said: "We strongly disagree with virtually all of the assertions made by [Cemtrex] in that press release, including its characterization of Key Tronic’s financial performance and value relative to that of [Cemtrex]."
Earlier this week, Cemtrex asserted several reasons why Key Tronic's shareholders stood to benefit from an acquisition. In outlining its reasons for disputing Cemtrex's assertions, Key Tronic again noted that there has been no filing with the Securities and Exchange Commission, as would be required for a deal to be consummated. Key Tronic further said the offer undervalued its stock by more than 50% based on its price per share, that the periods used for comparing financials were "misleading," and it has "extremely serious concerns" about the accuracy of the statements and motives, as well as the legitimacy of the purported offer.
In its rebuttal, Key Tronic said: "If this offer were in fact made, the purported offer would give Key Tronic shareholders only one Cemtrex share (which had a closing price of $3.19 as of Sept. 14) for one Key Tronic share (which had a closing price of $6.85 as of Sept. 14, 2017). Key Tronic believes that there is no reason to assume that the public prices are not a significant market indicator of the relative values of the shares of the two companies. The exchange would have resulted in an immediate discount of approximately 53% per share to the price of Key Tronic’s common stock based on the closing prices on September 14, 2017.
"The financial comparisons that Issuer makes to Key Tronic are very misleading because, among other things, [it] does not properly identify the periods it is comparing, appropriately consider the size and maturities of Key Tronic and [Cemtrex], or explain how ratios and percentages are calculated. Financial comparisons depend on reliable underlying auditor-reviewed financial information. Key Tronic is very skeptical of the accuracy of [Cemtrex's] reported financial information."
It also went on the attack, noting that Cemtrex is not audited by a nationally recognized accounting firm. Earlier this year, the EMS company filed suit against a blogger who questioned Cemtrex's prior accounting firm.
Finally, Key Tronic noted Cemtrex hasn't addressed how it would pay off Key Tronic's debt or address covenants contained in its loan agreements. And it remarked that it had never heard of Cemtrex prior to the initial "offer."
"Our initial research shows [Cemtrex] reports approximately $45 million of EMS revenue. In our opinion, this does not qualify [Cemtrex] to make any statements as to how it might operate an EMS business like Key Tronic which is over 10 times [its] current size in terms of revenue."