San/Bar Buyout Deal Detailed

Resdel Industries filed documents Tuesday with the Securities and Exchange Commission outlining terms of its $15-million stock-swap acquisition of San/Bar Corp. and the spinoff of San/Bar’s Break-Free lubricant subsidiary.

The proposed combination would provide Resdel, a Newport Beach manufacturer of defense-oriented aerospace and electronic equipment, with Irvine-based San/Bar’s telecommunications equipment manufacturing and service operations.

In addition to receiving Resdel stock valued at about $5 million for the 32% stake in the company owned by San/Bar founder Barry Hallamore and his father, Lloyd, the two are to receive cash payments from Resdel of $1.3 million and $1.1 million, respectively, under the terms of compensation agreements adopted in 1983.

Under the terms of a proxy statement and prospectus filed by Resdel, San/Bar stockholders will receive one Resdel share for each of San/Bar’s 2.1 million shares outstanding. Resdel stock closed at $7.25 and San/Bar at $7 per share Tuesday in over-the-counter trading.

San/Bar stockholders will also receive one share of common stock in San/Bar’s Break-Free subsidiary for each share of San/Bar. That will give the Hallamores effective control of the company with 32% of its shares. Santa Ana-based Break-Free, valued at about $2 million, manufactures a number of cleaners and lubricants.

The merger is subject to approval by the SEC and shareholders of both companies. The transaction is expected to be completed in July.