MT. LAUREL, N.J., Dec. 19 /PRNewswire-FirstCall/ -- SL INDUSTRIES, INC. (Amex & PHLX: SLI) announced today that it has signed a definitive agreement to acquire all of the outstanding shares of common stock of Ault Incorporated (Nasdaq: AULT) (approximately 4,861,000 shares) for $2.90 per share in cash. Under the terms of the definitive agreement, a wholly-owned subsidiary of SL Industries will commence a cash tender offer to acquire all of Ault's outstanding shares of common stock. Upon completion of the tender offer, SL Industries will effect a merger between this subsidiary and Ault in which the remaining Ault shareholders will receive $2.90 per share in cash. In addition, SL Industries will cash out Ault stock options with an exercise price of less than $2.90 per share and all other outstanding options will be canceled. The board of directors of Ault has unanimously approved the acquisition and has voted to recommend that Ault's shareholders accept the tender offer and tender their Ault shares. Following the merger, Ault will become a wholly-owned subsidiary of SL Industries. SL Industries expects to commence the tender offer on or before December 23, 2005. Ault has agreed not to seek or solicit other offers or proposals to acquire Ault, or to furnish any non-public information or engage in discussions or negotiations in connection therewith, except under certain limited circumstances. Ault has also agreed to pay a break-up fee of $750,000 and to reimburse SL Industries' expenses up to $500,000 if this transaction is not consummated under certain circumstances. The consummation of the transaction is subject to certain conditions, including the valid tender in the tender offer of at least a majority of the outstanding shares of common stock of Ault excluding shares held by SL Industries. Commenting on the transaction, James Taylor, Chief Executive Officer of SL Industries, said: "We are very excited about Ault becoming part of the SL Industries Power Electronics Group. Ault's broad customer base, presence in the Asian market and complementary product lines have tremendous strategic potential. The combination of the Condor and Ault product lines will create the premier power supply resource for the medical and other markets." NOTICE TO INVESTORS This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Ault common stock described in this announcement has not commenced. At the time the offer is commenced, SL Industries' wholly owned subsidiary will file a tender offer statement with the Securities and Exchange Commission (SEC), and Ault will file a solicitation and recommendation statement with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Ault's security holders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC's web site (http://www.sec.gov) or from Morrow & Co., Inc. by calling 203-658-9400 or by email to Ault.email@example.com. ABOUT SL INDUSTRIES SL Industries, Inc. designs, manufactures and markets power electronics, power motion, power protection, teleprotection and communications equipment and systems that is used in a variety of medical, aerospace, computer, datacom, industrial, telecom, transportation and electric power utility equipment applications. For more information about SL Industries, Inc. and its products, please visit SL Industries' web site at http://www.slindustries.com. ABOUT AULT Ault is a leading manufacturer of power conversion products and is a major supplier to original equipment manufacturers of wireless and wire line communications infrastructure, computer peripherals and handheld devices, medical equipment, industrial equipment and printing/scanning equipment.
SOURCE SL Industries, Inc.