Aurafin, OroAmerica Agree to Merge

Aurafin LLC, a privately held company, and OroAmerica Inc. have agreed to a merger in which OroAmerica would become a wholly owned subsidiary of Aurafin, and OroAmerica common stock would be converted into the right to receive $14 per share. The merger is subject to approval by OroAmerica stockholders and certain other conditions. Both companies manufacture and distribute karat gold jewelry products to large U.S. retailers.

Guy Benhamou, chairman and CEO of OroAmerica, noted that the merger would give OroAmerica stockholders the opportunity to realize a significant premium for their shares, which on April 24 had a closing market price of $9.60. Benhamou has agreed to continue as president of the OroAmerica subsidiary following the merger.

For the deal to be completed, Aurafin must obtain financing for the merger price as well as for the credit and capital needs of the combined companies. Michael Gusky, chairman and CEO of Aurafin, stated that the company has obtained written commitments that, subject to satisfaction of specified conditions, would provide the required financing.

No date was announced for the special meeting of OroAmerica stockholders to vote on the merger, but Benhamou said that notice of the special meeting would be given promptly after clearance of preliminary proxy solicitation material to be filed with the Securities and Exchange Commission.