Tender Offer and Merger


Pacoima, California, October 19, 2023 – The Flamemaster Corporation, the common stock of which is approximately 74% owned by SocoFlame, Inc. (a subsidiary of Groupe Socomore), announced that SocoFlame intends to purchase through a tender offer (the “Tender Offer”) all of the outstanding shares of Flamemaster at $19.27 per share, net to the seller in cash, subject to applicable withholding taxes and without interest (the “Offer Price”).

Following the completion of the Tender Offer, SocoFlame intends to acquire all remaining shares of Flamemaster at the same Offer Price in cash through a second-step merger, with Flamemaster becoming a wholly-owned subsidiary of SocoFlame (the “Merger”).

SocoFlame has not commenced the Tender Offer or executed an agreement for the Merger, and the description of the Tender Offer and the Merger contained in this press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Flamemaster. There can be no assurance that any tender offer will be commenced or that any merger agreement will be executed, or if commenced or executed, respectively, that either will be consummated.

This press release is for informational purposes only and is not a recommendation, an offer to buy, nor the solicitation of an offer to sell, any shares of Flamemaster. The full details of any tender offer and/or merger, including complete instructions on how to tender shares, will be included in the offer to purchase, the letter of transmittal, the merger agreement and related materials, which will be distributed to Flamemaster stockholders promptly following commencement of the Tender Offer. Stockholders should read carefully the offer to purchase, the letter of transmittal, the merger agreement and other related materials when they are available because they will contain important information.


Forward Looking Statements

This press release contains statements that constitute “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include all statements, other than statements of historical fact, regarding the Company’s current views and assumptions with respect to future events regarding its business, as well as other statements with respect to the Company’s plans, assumptions, expectations, beliefs and objectives with respect to statements about the expected tender offer and merger, including the value of the Company’s common stock expected to be offered to be purchased in the tender offer, and whether a tender offer and/or merger are actually commenced and consummated as planned or at all, and other statements that are predictive in nature. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to the Company on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties. Thus, actual results could be materially different. The Company undertakes no obligation to update these statements whether as a result of new information, future events or otherwise, after the date of this release, except as required by law.





Joseph Mazin                                                          Julien Le Lay

Telephone: (818) 890-1401                                Telephone: (817) 335-1826

E-mail:  [email protected]                          E-mail:  [email protected]