Avis Industrial Corporation made a proposal to acquire remaining 18.9% interest in International Baler Corporation (OTCPK:IBAL) on April 1, 2021. Avis Industrial Corporation entered into an Agreement and Plan of Merger to acquire remaining 18.9% stake in International Baler Corporation for $1.7 million on March 25, 2022. Subject to the terms and conditions of the Merger Agreement, Avis will begin a tender offer at a price of $1.74 per Share in cash. Offeror will fund the payment of the aggregate Merger Consideration with cash on hand. The Merger is subject to a non-waivable condition that there will have been validly tendered (and not validly withdrawn) a number of Shares greater than 50% of the outstanding Shares not owned by Offeror and its subsidiaries immediately before the expiration of the Offer (the “ Minimum Tender Condition ”) and is subject to the satisfaction or waiver of certain other merger conditions. The Merger is not subject to a financing condition. Outram and John J. Martorana will both serve on the Special Committee, and each has been determined by the Board to be an independent director and disinterested with respect to a potential transaction with Avis. On March 23, 2022, a special committee consisting the sole independent and disinterested member of IBAL's Board of Directors, unanimously recommended that the Stockholders accept the Offer and tender their Shares. Avis Industrial Corporation board also unanimously approved the Agreement. The Offer will initially remain open for 20 business days after the Offer begins, subject to extension under certain circumstances specified in the Merger Agreement. The transaction is scheduled to expire on May 19, 2022.

Jeremy E. Hill of Dentons Bingham Greenbaum LLP acted as legal advisor to Avis Industrial Corporation. Laura Holm of Fox Rothschild LLP acted as legal advisor, D.F. King & Co., Inc. acted as information agent and American Stock Transfer & Trust Company, LLC acted as depository bank to International Baler Corporation.

Avis Industrial Corporation completed the acquisition of the remaining 18.9% interest in International Baler Corporation (OTCPK:IBAL) on May 19, 2022. All conditions to the offer have been satisfied and tendered shares accepted for payment.