Knobias Clip Report (12-3-2007)

Submitted By Knobias ClipReport

Cohesant Soars after Graco Agrees to Acquire Its GlasCraft Subsidiary

Cohesant Technologies (NASDAQ: COHT) announced on Monday that it has entered into a definitive agreement pursuant to which Graco Inc. (NYSE: GGG) will acquire the Company's GlasCraft Inc. subsidiary. The total transaction value is $35 million including indebtedness assumed by Graco at the closing and transaction expenses.

Graco is expected to acquire Cohesant's outstanding shares for $9.05 - 9.55 per share in cash following a spinoff of all of the Company's non-GlasCraft Operations. The acquisition is expected to be completed in the first quarter of 2008.

Shares of Cohesant soared on the news, reaching a high of $9.30, gaining almost 60% over the previous day's close. Graco shares were trading flat after the announcement.

Cohesant recently consolidated all of its non-GlasCraft operations under the umbrella of its CIPAR subsidiary. As part of the sale of GlasCraft, the Company will spin-off its CIPAR subsidiary by declaring a taxable dividend of one share of CIPAR for each share of Cohesant common stock outstanding. The Company has received an opinion that CIPAR will be valued at $6.6 million at the time of the spin-off. The resulting company will be quoted on the over-the-counter market and be known as Cohesant Inc.

Morris Wheeler, the Company's CEO, stated in a press release, "This transaction is a classic win-win scenario. The transaction allows Cohesant to focus its resources on its infrastructure protection and renewal businesses and provides a significant immediate cash return to its shareholders. The $9.05 minimum cash merger consideration represents a significant premium over the 30-day volume weighted price of Cohesant Technologies shares. In addition, Cohesant shareholders will retain the upside of the infrastructure rehabilitation businesses, including the full line of CuraFlo and Raven products and services."

Graco CEO Patrick McHale added in a separate release, "GlasCraft is a well respected company [Graco] has been interested in acquiring for several years. [GlasCraft] has approximately 70 employees and annual sales of approximately $18 million. [GlasCraft] is recognized for its presence in the global composites market as well as the polyurethane foam and polyurea coatings markets. GlasCraft's products, brands and engineering capabilities highly complement Graco's core businesses, creating an opportunity to leverage each company's unique strengths and create future sales and net earnings growth."

GlasCraft manufactures and sells solutions for both the open and closed-mold segments of the Composites manufacturing industry. GlasCraft also designs, manufactures and sells high performance dispense systems for the polyurethane foam and polyurea coatings industries. Graco Inc. supplies technology and expertise for the management of fluids in both industrial and commercial applications. It designs, manufactures and markets systems and equipment to move, measure, control, dispense and spray fluid materials.



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