Margaux Inc. and Dover Diversified execute asset purchase agreement for sale of business

Business Wire, Dec 9, 1994

CONYERS, Ga.--(BUSINESS WIRE)--Margaux Inc. announced today that it has signed an Asset Purchase Agreement with MRGX Acquisition Inc. and Dover Diversified Inc. ("Buyer") for the sale of substantially all of the assets of Margaux.

Subject to certain adjustments, the purchase price is $11,500,000. Under the terms of the Agreement, Buyer has agreed to assume only specified liabilities. Margaux has the right to terminate the Agreement on or before Dec. 30, 1994 upon the receipt of a superior offer from any third party, subject to a topping fee payable to Buyer in the amount of 2.15% of the initial purchase price and payment of up to $50,000 of expenses.

The Agreement is still subject to, among other things, Buyer's due diligence during a 14-day period following execution of the Agreement, approval of Margaux'stockholders, obtaining any applicable regulatory clearance, absence of certain litigation and no material adverse change to Margaux' business or financial condition.

Margaux will prepare and file a proxy statement with the Securities and Exchange Commission describing the proposed sale and call and hold a special meeting of its stockholders to consider and vote on this Agreement and to authorize the transactions. It is presently anticipated that the stockholders meeting will be held during early 1995.

CONTACT: Margaux Inc., Conyers

Leiv Lea, 404/922-8800