General Donlee Canada Inc. Announces Definitive Acquisition Agreement with Triumph Group, Inc.

TORONTO, Aug. 14, 2013 /CNW/ - General Donlee Canada Inc. (TSX: GDI; the "Company" or "General Donlee") today announced that it has executed a definitive acquisition agreement (the "Acquisition Agreement") pursuant to which Triumph Group, Inc. ("Triumph") has agreed to acquire all of the issued and outstanding common shares of General Donlee by way of a Plan of Arrangement (the "Arrangement").

Pursuant to the Arrangement, General Donlee shareholders will receive $5.50 per General Donlee common share in cash, representing a premium of 24% to the 20-day volume weighted average price of General Donlee shares as of August 14, 2013.  The transaction represents an enterprise value of approximately $114 million (approximately US$110 million).

General Donlee's Board of Directors, after consultation with its financial and legal advisors, has unanimously approved the Arrangement and recommends that General Donlee shareholders vote in favour of the Arrangement. General Donlee's management and directors, collectively holding approximately 32% of the Company's outstanding common shares, have entered into lock-up agreements with Triumph whereby these shareholders have agreed to vote their shares in favour of the Arrangement at a special meeting of General Donlee shareholders called to approve the Arrangement. The Acquisition Agreement provides for customary non-solicitation provisions.

The Arrangement is subject to customary closing conditions, including shareholder approval. Shareholders will be asked to vote on the Arrangement at a special meeting expected to be held in October of 2013, with closing expected shortly thereafter. A management information circular will be prepared and mailed to shareholders over the coming weeks providing shareholders with important information about the Arrangement.

Mr. Garen Mikirditsian, President and CEO of General Donlee, said: "We believe this transaction represents an opportunity to crystallize substantial value for our shareholders. The combination with Triumph is a strategic step that will provide the Company with the scale and financial resources to best take advantage of the growth opportunities available to it. It will also allow General Donlee to provide improved service to its customers who are increasingly looking to partner with larger, more capable suppliers. Triumph has a proven track record in acquiring businesses like General Donlee and will foster the entrepreneurial spirit of the Company and nurture the development of its skilled workforce. We strongly believe this transaction is in the best interests of our customers, shareholders and employees."

Lincoln International LLC is acting as lead financial advisor, National Bank Financial Inc. is acting as financial advisor and Bennett Jones LLP is acting as legal counsel to General Donlee and its Board of Directors. National Bank Financial Inc. has provided an opinion that, based upon and subject to the assumptions, limitations, and qualifications in such opinion, the consideration to be received by General Donlee's shareholders is fair, from a financial point of view, to General Donlee's shareholders.

About General Donlee

General Donlee is a leading diversified manufacturer of precision-machined products serving the commercial, military, and general aerospace industries as well as the nuclear, power generation, oil & gas and capital equipment end markets. General Donlee's operating strategy focuses on targeting niche markets for products that are aligned with its sophisticated manufacturing capabilities and skilled workforce. Further information can be found in the disclosure documents filed by General Donlee with the securities regulatory authorities, available at www.sedar.com or through the Company's website at www.generaldonlee.com.

About Triumph

Triumph (www.triumphgroup.com) designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerostructures, aircraft components, accessories, subassemblies and systems. The company serves a broad, worldwide spectrum of the aviation industry, including original equipment manufacturers of commercial, regional, business and military aircraft and aircraft components, as well as commercial and regional airlines and air cargo carriers. Triumph's shares are listed on the New York Stock Exchange (NYSE: TGI).

Forward Looking Statements

This news release contains "forward-looking information" within the meaning of Canadian securities laws.  Statements containing forward-looking information which may include, but are not limited to, statements with respect to the Acquisition Agreement, the Arrangement, the expected timetable for distributing documents and holding shareholder meetings in connection with the Arrangement and any other statements about the future expectations, beliefs, goals, plans or prospects expressed by the management or the Board of Directors of the Company. Statements containing forward-looking information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be different than those expressed by such statements. Accordingly, undue reliance should not be placed on forward-looking statements.  The Company does not undertake to update any forward-looking statements that are incorporated herein, except as required by applicable securities laws.

SOURCE: General Donlee Canada Inc.

Garen Mikirditsian
President & Chief Executive Officer
Telephone: [phone]

Robert S. Kheir, MBA, CMA
Chief Financial Officer
Telephone: [phone]