EL PASO, Texas--(BUSINESS WIRE)--Elamex S.A. de C.V., a Mexican company (Pink Sheets: ELAMF) (non-SEC-reporting) (“Elamex”), a diversified manufacturing services company with food and real estate holdings in Mexico and the United States, announced today that ElaCap, LLC, a Nevada limited liability company (“ElaCap”), which is a wholly-owned subsidiary of Silver Eagle Oil, Inc., a Nevada corporation (“Silver Eagle”), a privately held refiner of crude oil to gasoline, diesel, and other products, is initiating an offer to acquire any and all shares of Class I common stock of Elamex in a cash tender offer of $2.00 per share, or a maximum of approximately $5.8 million assuming acquisition of all of the approximately 2,902,000 (or 38.7%) of the outstanding shares which are held by holders who are not associated with Silver Eagle. Silver Eagle is 43.75% beneficially owned by the Chairman of Elamex, who also beneficially owns 63.5% of Accel C.A. de C.V., which is a 57.7% stockholder of Elamex. Mr. Benito F. Bucay, the Comisario (statutory auditor) of Elamex, is also a director and officer of Silver Eagle and a representative of the beneficial owners of Kids Holding Corp. (“Kids Holding”) which owns 274,073 shares (or 3.7%) of Elamex. ElaCap has announced that it has been informed that neither Accel nor Kids Holding will tender shares in response to the offer.
ElaCap will commence the tender offer on August 28, 2007 for all of Elamex’s outstanding class I common stock. The tender offer is conditioned upon customary closing conditions. Elamex’s board of directors has determined to refrain from taking a position to recommend whether its stockholders should tender their shares pursuant to the offer. Elamex will not be recommending either acceptance or rejection of the offer. Elamex will issue a Position Statement stating that it is refraining from making any recommendation with respect to the offer and stating the reasons therefor, which will be sent to its stockholders together with the Offer.
The Elamex board of directors has approved ElaCap’s purchase of common stock under Elamex’s bylaws pursuant to Mexican law.
ElaCap is concurrently herewith issuing an announcement concerning the offer, which is available on the Elamex Internet website at www.elamex.com.