NEW YORK, Nov. 9 /PRNewswire-FirstCall/ -- William H. Sadlier, Inc. ("Sadlier") (Pink Sheets: SADL), a leading publisher of educational and catechetical materials, today announced that the merger of Cauldron Group Inc. ("Cauldron") into Sadlier was completed as contemplated. The merger became effective on October 28, 2009 with the filing of a certificate of merger with the State of New York.
Sadlier is the surviving corporation. Cauldron, which has ceased to exist, had been the owner of more than 50% of Sadlier's common stock. The merger, which is expected to be treated as a tax-free reorganization, was approved by the stockholders and board of directors of both Cauldron and the Sadlier. Pursuant to the plan of merger, each share of Cauldron common stock has been converted into one share of Sadlier common stock. The shareholders of Sadlier were not diluted as a result of the merger.
The merger was effected to increase the liquidity available to the former stockholders of Cauldron by providing them with direct ownership of the common stock of Sadlier. The former stockholders of Cauldron have entered into a shareholders' agreement pursuant to which certain irrevocable proxies are granted to Frank S. Dinger, Jr. and William S. Dinger, Sr. and which limits the transferability of some of their shares in Sadlier.
Frank S. Dinger, Jr. and William S. Dinger, Sr. stated "We are happy to announce that William H. Sadlier, Inc. has solidified its position as a 'Family Company' by merging with Sadlier's largest shareholder, Cauldron Group Inc. (owned by members of the Sadlier Dinger family). This transaction strengthens Sadlier's position as a respected family-owned publisher of print and online educational materials for schools, and of catechetical materials for Catholic schools and parish communities. Rest assured that Sadlier's tradition of quality and excellence in publishing since 1832 will continue to be nurtured by the vision, integrity, and dedication of the Sadlier Dinger family."
About Sadlier
William H. Sadlier, Inc. is a recognized and respected publisher of print and online educational materials for public and nonpublic schools, and catechetical materials for Catholic schools and parish communities. Since 1832, Sadlier's tradition of quality and excellence in publishing has been nurtured by the vision, integrity and dedication of the same family.
About Cauldron
Cauldron Group Inc., which ceased to exist upon its merger with and into William H. Sadlier, Inc., had been a holding company whose principal asset was the shares of common stock of Sadlier. Cauldron had no business operations.
The statements contained in this press release contain certain forward-looking statements, including statements regarding Sadlier's expectations, intentions, strategies, and beliefs regarding the future. All statements contained herein are based upon information available to Sadlier's management as of the date hereof and actual results may vary based upon future events, both within and without the control of Sadlier's management.
William H. Sadlier, Inc.
CONTACT: Lawrence Danziger, Sadlier's Treasurer, +1-212-312-6120,
ldanziger@sadlier.com.
