NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR
IMMEDIATE RELEASE
28 June
2024
INCREASED and FINAL
RECOMMENDED CASH AND SHARE OFFER
FOR
TYMAN PLC ("TYMAN")
BY
QUANEX BUILDING PRODUCTS CORPORATION ("QUANEX")
to be implemented by means of a
Scheme of Arrangement
under Part 26 of the Companies Act 2006
DECLARATION OF SPECIAL
DIVIDEND AND OFFER UPDATE
On 22 April 2024, the boards of
Quanex and Tyman announced that they had reached agreement on the
terms of a recommended cash and share offer for the entire issued
ordinary share capital of Tyman (the "Transaction") (the "Transaction Announcement"). It is
intended that the Transaction will be implemented by means of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
On 11 June 2024, Tyman published a
shareholder circular relating to the Scheme (the "Scheme Document") and convening the
Court Meeting and the General Meeting. This announcement
should be read in conjunction with the Scheme Document.
This announcement is being made
jointly by Quanex and Tyman.
Capitalised terms used but not
defined in this announcement have the meanings set out in the
Scheme Document.
Revised Proposal
Since the Transaction Announcement,
Quanex and Tyman have engaged with Tyman Shareholders, and have
noted the views of certain Tyman Shareholders about the terms of
the Transaction given, in particular, the decline in the Quanex
share price and the adverse movement in the Dollar to Pound
Sterling exchange rate following the Transaction
Announcement. The Quanex Board and the Tyman Board have
discussed these views together with their advisers and are pleased
to announce that they have reached agreement on a revised proposal
for the Transaction to increase the cash value received by Tyman
Shareholders.
Under the terms of the Revised
Proposal, in addition to the consideration already proposed in the
Transaction Announcement of 22 April 2024 (under the Main Offer or,
as an alternative, the Capped All-Share Alternative), each eligible
Tyman Shareholder as at the Scheme Record Time will be entitled to
receive from Tyman, for each Tyman Share held:
a special interim dividend of
15 pence (the "Special Dividend")
(together, the "Revised
Proposal")
Quanex announces that the Revised Proposal represents its
final offer and will not be increased, except that it reserves the
right to increase the offer price if there is an announcement on or
after the date of this announcement of an offer or a possible offer
for Tyman by a third-party offeror or potential offeror or if the
Panel otherwise provides its consent.
The Revised Proposal is subject to
the terms and conditions set out in the Scheme Document (save as
modified by the terms of the Revised Proposal contained in this
announcement).
Tyman Shareholders should note that
no further scheme document or scheme circular will be sent to Tyman
Shareholders in respect of the Revised Proposal.
Special Dividend
The Tyman Board has resolved to
declare and pay, by way of an interim dividend, the Special
Dividend to all Tyman Shareholders on the register of members at
the Scheme Record Time (the "Special Dividend Record Date") as
agreed with Quanex and without any reduction in the consideration
payable under the terms of the Transaction. The Special
Dividend will be conditional upon the sanction of the Scheme by the
Court at the Court Hearing.
If the Scheme is not sanctioned by
the Court at the Court Hearing, no Special Dividend will be paid by
Tyman.
If the Scheme is sanctioned by the
Court at the Court Hearing, the Special Dividend will be paid as
soon as practicable thereafter and in a manner consistent with the
payment of dividends in the ordinary course by Tyman.
The Special Dividend is being
declared, made and paid with the consent of Quanex pursuant to a
side letter entered into between Quanex and Tyman on 28 June 2024
(the "Side Letter"). If, on
or after 22 April 2024 and on or prior to the Effective Date, any
other dividend or other distribution is authorised, declared, made
or paid in respect of Tyman Shares (other than the Special Dividend
and the FY23 Dividend (which has already been paid), or in excess
of the Special Dividend and the FY23 Dividend), Quanex continues to
reserve the right to reduce the consideration payable under the
terms of Transaction by an amount equal to all or part of any such
excess. In such circumstances, Tyman Shareholders would be entitled
to retain any such dividend or distribution or other return of
value authorised, declared, made or paid.
The Special Dividend shall be
payable in respect of awards which vest and those options over
Tyman Shares which are exercised in connection with the Transaction
before the Special Dividend Record Date under the Tyman plc
Sharesave Plan, Tyman plc International Sharesave Plan and Tyman
plc US Sharesave Plan (together the "Tyman Sharesave Plans") along with the
Tyman plc Long Term Incentive Plan ("LTIP") and Tyman plc Deferred Share
Bonus Plan (together "Tyman Share
Plans"). For the avoidance of doubt, the Special Dividend
will not be payable in respect of awards or options under the Tyman
Share Plans that do not vest or are not exercised (as applicable)
before the Special Dividend Record Date.
Any holders of cash conditional
awards under the LTIP shall receive a cash dividend equivalent
payment, equal in value to the Special Dividend in respect of their
notional Tyman Shares under awards.
As recognised within Paragraph 2.5,
Part 1, Schedule 1 of the Cooperation Agreement for the
Transaction, Tyman granted the 2024 LTIP Awards (as defined in the
Cooperation Agreement). It was agreed that such 2024 LTIP
Awards would not vest early on the Court sanctioning the Scheme,
but instead would lapse on the Effective Date to be replaced with
"Replacement Awards" in respect of Quanex shares. The
Special Dividend will be treated as a dividend equivalent under the
Replacement Awards. Such dividend equivalent will be paid in
respect of vested Quanex shares on the normal vesting date of the
Replacement Awards, or earlier if vesting is accelerated in
accordance with the terms of the Replacement Awards.
Alantra Irrevocable Undertaking
Quanex has also received an
irrevocable undertaking from Alantra EQMC Asset Management SGIIC,
S.A. acting on behalf of each of EQMC Europe Development Capital
Fund and Mercer QIF Common Contractual Fund to vote (or procure the
votes) to approve the Scheme at the Court Meeting and to vote (or
procure the votes) in favour of the Tyman Resolutions at the
General Meeting in respect of a total of 19,778,273 Tyman Shares
representing approximately 10.05 per cent. of the issued share
capital of Tyman as at 27 June 2024 (being
the last Business Day prior to the publication of this announcement
and in this announcement, the "Latest Practicable Date") (the
"Alantra Irrevocable
Undertaking").
All of the irrevocable undertakings
described in the Transaction Announcement and the Scheme Document
continue to remain valid in relation to the Revised
Proposal.
Therefore, as at the date of this
announcement, Quanex has received irrevocable undertakings in
respect of a total of 52,587,295 Tyman Shares representing
approximately 26.73 per cent. of the issued share capital of Tyman
as at the Latest Practicable Date.
Further details of the Alantra
Irrevocable Undertaking are set out in Appendix 1 to this
announcement, including the circumstances in which such irrevocable
undertaking ceases to be binding.
Reconfirmation of the Unanimous Recommendation by the Tyman
Directors
The Tyman Directors, who have been
so advised by Greenhill as to the financial terms of the
Transaction as amended by this announcement, consider the terms of
the Main Offer and Capped All-Share Alternative to be fair and
reasonable. The Tyman Directors note that the implied value of the
Capped All-Share Alternative will be subject to greater volatility
than the Main Offer as a result of the more significant impact of
Quanex stock market price movements and changes in the foreign
exchange rate and Tyman Shareholders should consider the
disadvantages and advantages outlined in paragraph 13 of Part Two
(Explanatory Statement) of the Scheme Document regarding an
election for the Capped All-Share Alternative. In providing advice
to the Tyman Directors, Greenhill has taken into account the
commercial assessments of the Tyman Directors. Greenhill is
providing independent financial advice to the Tyman Directors for
the purposes of Rule 3 of the Takeover Code.
The Tyman Directors believe that the
Transaction, as amended by this announcement, is in the best
interests of Tyman Shareholders as a whole and continue to
recommend unanimously that Tyman Shareholders vote or procure votes
in favour of the Scheme at the Court Meeting and to vote or procure
votes in favour of the Special Resolution to be proposed at the
General Meeting as they have irrevocably undertaken to do (or
procure to be done) in respect of their own beneficial holdings
totalling 461,041 Tyman Shares, in aggregate representing
approximately 0.23 per cent. of Tyman's ordinary share capital in
issue as at the Latest Practicable Date.
The Tyman Directors are not able to
and do not give any advice or recommendation to Tyman Shareholders
as to whether they should elect to receive the Capped All-Share
Alternative as its benefits will depend on each Tyman Shareholder's
individual tax and financial situation. Tyman Shareholders should
consider whether the Capped All-Share Alternative is suitable in
light of their own personal circumstances and investment objectives
and are, therefore, strongly recommended to seek their own
independent financial, tax and legal advice and to read in full
this announcement and the Scheme Document before deciding whether
to elect to receive the Capped All-Share Alternative.
Since the publication of the Scheme
Document, no Tyman Director currently intends to elect for the
Capped All-Share Alternative.
No
third-party proposal or indication of interest
The Tyman Board confirms that, from
the date of the Transaction Announcement to the date of this
announcement, it has not received any formal proposals or
indications of interest in respect of an offer to acquire the
entire issued, and to be issued, ordinary share capital of Tyman
from any third parties.
Cash Confirmation
In accordance with Rule 24.8 of the
Takeover Code, UBS, in its capacity as the sole financial adviser
to Quanex, is satisfied that sufficient resources are available to
Quanex to enable it to satisfy, in full, the cash consideration
payable by it to Tyman Shareholders under the terms of the
Transaction.
Timetable
Quanex and Tyman continue to expect
the Transaction to be implemented in accordance with the timetable
set out in the Scheme Document. The Tyman Board confirms that the
Court Meeting and the General Meeting, notices of which are set out
in Part Thirteen (Notice of Court Meeting) and Part Fourteen
(Notice of General Meeting) of the Scheme Document respectively,
will be held at 2:30 p.m. (London time) and 2:45 p.m. (London time,
or as soon thereafter as the Court Meeting shall have concluded or
been adjourned), respectively, on 12 July 2024 at the offices of
Latham & Watkins, 99 Bishopsgate, London, EC2M 3XF, in
accordance with the timetable set out in the Scheme
Document.
Action to be taken by Tyman Shareholders
As described in the Scheme Document,
to become Effective the Scheme requires, among other things, the
approval of the Scheme Shareholders at the Court Meeting and the
Tyman Shareholders at the General Meeting as well as the sanction
of the Court.
It is important that, for the Court
Meeting in particular, as many votes as possible are cast so that
the Court may be satisfied that there is a fair representation of
shareholder opinion. Whether or not Scheme Shareholders intend to
attend and/or vote at the Meetings, Scheme Shareholders are
therefore strongly advised to sign and return their blue Form of
Proxy (by post) or transmit a proxy appointment and voting
instruction (electronically online or through CREST) for the Court
Meeting as soon as possible. The completion and return of the Forms
of Proxy (by post) (or transmission of a proxy appointment or
voting instruction electronically, online, through CREST or by any
other procedure described in this document) will not prevent Tyman
Shareholders from attending, speaking and voting at the Court
Meeting or the General Meeting, if entitled to and wish to do
so.
Forms of Proxy in respect of the
Court Meeting and the General Meeting should be signed and returned
to Tyman's registrar, Link Group (to its address found within those
forms and in the Scheme Document), so as to be received as soon as
possible and, in any event, not later than the following times and
dates:
· Blue
Forms of Proxy for the Court Meeting 2:30 p.m. on 10 July
2024
· Yellow
Forms of Proxy for the General Meeting 2:45 p.m. on 10 July
2024
If the blue Form of Proxy for the
Court Meeting is not lodged by the relevant time, Scheme
Shareholders may complete the blue Form of Proxy and hand it to a
representative of Tyman's registrars, Link Group, on behalf of the
Chair of the Court Meeting, or to the Chair of the Court Meeting,
before the start of the Court Meeting and it will be valid. If the
yellow Form of Proxy for the General Meeting is not lodged by the
relevant time, it will be invalid.
The completion and return of the
Forms of Proxy by post (or transmission of a proxy appointment or
voting instruction electronically, online, through CREST or by any
other procedure described in the Scheme Document) will not prevent
Tyman Shareholders from attending, speaking and voting at the Court
Meeting or the General Meeting, if such shareholders are entitled
to and wish to do so.
Tyman Shareholders who do NOT wish to change their voting
instructions
Tyman Shareholders who have already
submitted validly completed Forms of Proxy, or submitted proxy
instructions through CREST, for the Court Meeting and the General
Meeting, and who do NOT wish to change their voting instructions,
do not need to take any further action as their previously
submitted proxy voting instructions will continue to be valid in
respect of the Court Meeting and the General Meeting in connection
with the Revised Proposal.
Tyman Shareholders who DO wish to change their voting
instructions
Tyman Shareholders who have already
submitted Forms of Proxy for the Court Meeting and/or the General
Meeting and who now wish to change their voting instructions,
should contact Link Group by calling the shareholder helpline
between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday
(except public holidays in England and Wales) on 0371 664 0321.
Calls are charged at the standard geographic rate and will vary by
provider, calls outside the United Kingdom will be charged at the
applicable international rate. Please note that helpline operators
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes. Tyman
Shareholders who have already appointed a proxy online or through
CREST or by any other procedure described in the Scheme Document,
for the Court Meeting and/or the General Meeting and who now wish
to change their voting instructions are able to do so via CREST or
using such other procedure as was used in respect of the original
appointment.
Conditions
The Conditions to the Transaction
are set out in full in Part Three (Conditions to the Implementation of the
Scheme and to the Transaction) of the Scheme Document. As
noted in the announcement released by Quanex on 12 June 2024,
Condition 5 of Part A has been satisfied.
The Scheme will be modified, as may
be required, to reflect the terms of the Revised Proposal. Save as
disclosed in this announcement, the Revised Proposal is subject to
the same terms and conditions set out in the Scheme
Document.
Subject to the satisfaction or,
where applicable, the waiver of the remaining Conditions to the
Scheme (including: (i) approval of the Scheme at the Court Meeting
and Special Resolution at the General Meeting, (ii) sanction of the
Scheme by the Court and (iii) the delivery of the Court Order with
the Registrar of Companies), the Scheme is expected to become
effective in the third calendar quarter of 2024.
Intentions of Quanex and Confirmations by Quanex and Tyman of
No Material Changes (as required under Rule 27 of the Takeover
Code)
Quanex's intentions and confirmations
Quanex confirms that the Revised
Proposal does not change its intentions as regards the business of
Tyman (including locations of its operations), the management and
employees of Tyman, existing employment and pension rights, as
previously set out in full in the Scheme Document.
Except as described below, Quanex
also confirms, under the requirements of Rule 27.2(a) of the
Takeover Code, that there have been no material changes to the
information contained in the Transaction Announcement and the
Scheme Document, nor specifically in connection with the matters
listed in Rule 27.2(b) of the Takeover Code (both of which Takeover
Code provisions deal with material changes to documentation
previously issued in the context of an offer, in the period
following an offer being made).
Quanex confirms, under Rule 27.2(b)
of the Takeover Code, that since the publication of the Scheme
Document, changes have occurred, which are or could be considered
material, in respect of the following matters, further details of
which are set out in this announcement and the announcement
released by Quanex on 13 June 2024:
· the
terms of the Transaction (noting the Revised Proposal);
· the
Alantra Irrevocable Undertaking obtained by Quanex in respect of
the Transaction and the Revised Proposal;
· any
offer related arrangements permitted under, or excluded from, Rule
21.2 of the Takeover Code (noting the Side Letter referred to
above); and
· the
entry into the amendment to the Second Amended and Restated Credit
Agreement.
Tyman's confirmations
Except as described in the prior
paragraph, Tyman confirms, under the requirements of Rule 27.2(a)
of the Takeover Code, that there have been no material changes to
the information contained in the Transaction Announcement and the
Scheme Document, nor specifically in connection with the matters
listed in Rule 27.2(c) of the Takeover Code (both of which Takeover
Code provisions deal with material changes to documentation
previously issued in the context of an offer, in the period
following an offer being made).
General and documents available on website
Each of Greenhill and UBS have given
and not withdrawn its written consent to the inclusion in this
announcement of the references to its name in the form and context
in which it appears.
A copy of each of the following
documents will be published on Quanex's website at
https://www.roadto2b.com/
and Tyman's website at https://www.tymanplc.com/investor-relations
by no later than 12.00 p.m. (London Time) on the
Business Day following the publication of this announcement (as
applicable) until the Effective Date:
· this
announcement;
· the
Side Letter;
· the
Alantra Irrevocable Undertaking;
· the
consent letter from Greenhill; and
· the
consent letter from UBS.
Enquiries:
Quanex
Scott Zuehlke - Senior Vice President, Chief Financial Officer and
Treasurer
+1 713 877 5327
UBS
(Sole Financial adviser to Quanex)
London: Joe Hannon, Romine Hakme, Josh
Chauhan
+44 20 7567 8000
New York: Simon Smith, Jane Zovak, Vijay Kumra
+1 212 713 2000
Joele Frank, Wilkinson Brimmer Katcher
(PR adviser to Quanex)
Arielle
Rothstein
+1 212 355 4449
Andrew Siegel
Lyle Weston
Tyman
Rutger Helbing - Chief Executive
Officer
+44 207 976 8000
Jason Ashton - Chief Financial Officer
Greenhill
(Lead Financial adviser to Tyman)
Charles Montgomerie
+44 207 198 7400
David Wyles
Charles Spencer
Deutsche Numis
(Financial adviser and Corporate broker to
Tyman)
Jonathan
Wilcox
+44 207 260 1000
Richard Thomas
MHP
Group
(PR
adviser to Tyman)
Reg Hoare
+44 7801 894577 / tyman@mhpgroup.com
Rachel Farrington
Matthew Taylor
Travers Smith LLP is acting as
English legal adviser to Quanex and Foley & Lardner LLP is
acting as US legal adviser to Quanex in connection with the
Transaction.
Latham & Watkins (London) LLP is
acting as legal adviser to Tyman in connection with the
Transaction.
This announcement contains inside
information in relation to Tyman. The person responsible for
arranging the release of this announcement on behalf of Tyman is
Peter Ho, Tyman General Counsel and Company Secretary.
Important notices about financial
advisers
UBS AG London Branch ("UBS") is authorised and regulated by
the Financial Market Supervisory Authority in Switzerland. It is
authorised by the Prudential Regulation Authority ("PRA") and subject to regulation in the
United Kingdom by the Financial Conduct Authority ("FCA") and limited regulation in the
United Kingdom by the PRA. UBS is acting exclusively as sole
financial adviser to Quanex and for no one else in connection with
the Transaction and will not be responsible to anyone other than
Quanex for providing the protections afforded to its clients nor
for providing advice in relation to the Transaction, the contents
of this announcement or any other matters referred to in this
announcement. Neither UBS nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of UBS in connection with the Transaction, this announcement and
any statement contained herein or otherwise.
Greenhill & Co. International LLP ("Greenhill"), an affiliate of Mizuho,
which is authorised and regulated in the United Kingdom by the FCA,
is acting as lead financial adviser to Tyman and for no one else in
connection with the Transaction and will not be responsible to
anyone other than Tyman for providing the protections afforded to
its clients nor for providing advice in relation to the
Transaction, the contents of this announcement or any other matters
referred to in this announcement.
Numis Securities Limited (trading for these purposes as
Deutsche Numis) ("Deutsche
Numis"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Tyman and no one else in connection with the matters described
in this announcement and will not be responsible to anyone other
than Tyman for providing the protections afforded to clients of
Deutsche Numis, or for providing advice in connection with the
matters referred to herein. Neither Deutsche Numis nor any of its
group undertakings or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Deutsche Numis in connection with
this announcement or any matter referred to
herein.
No offer or solicitation
This announcement is for informational purposes only and is
not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
transaction or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. In particular, this announcement is not an offer of
securities for sale into the United States or in any other
jurisdiction. No offer of securities shall be made in the United
States absent registration under the US Securities Act, or pursuant
to an exemption from, or in a transaction not subject to, such
registration requirements. Any securities issued in the Transaction
are anticipated to be issued in reliance upon an exemption from
such registration requirements pursuant to Section 3(a)(10) of the
US Securities Act.
The Transaction will be made solely by means of the Scheme
Document, or (if applicable) pursuant to an Offer Document to be
published by Quanex, which (as applicable) would contain the full
terms and conditions of the Transaction. Any decision in respect
of, or other response to, the Transaction, should be made only on
the basis of the information contained in such document(s) and the
Definitive Proxy Statement. As explained below, if Quanex
ultimately seeks to implement the Transaction by way of a Takeover
Offer, that offer will be made in compliance with applicable US
laws and regulations.
This announcement does not constitute a prospectus or a
prospectus exempted document.
This announcement has been prepared for the purpose of
complying with English law and the Takeover Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions other than England and
Wales.
In
accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) under the US Exchange Act, Quanex or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, shares or other securities of
Tyman outside of the US, other than pursuant to the Transaction,
until the date on which the Transaction and/or Scheme becomes
Effective, lapses or is otherwise withdrawn. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases or arrangements to purchase will be disclosed as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website
at www.londonstockexchange.com.
Important additional
information filed with the SEC
This announcement may be deemed to be solicitation material in
respect of the Transaction, including the issuance of the New
Quanex Shares. In connection with the Transaction, Quanex has filed
the Definitive Proxy Statement with the SEC. To the extent Quanex
effects the Transaction as a Scheme under English law, the issuance
of New Quanex Shares would not be expected to require registration
under the US Securities Act in reliance upon an exemption pursuant
to Section 3(a)(10) of the US Securities Act. If, in the future,
Quanex exercises its right to implement the Transaction by way of a
Takeover Offer or otherwise in a manner that is not exempt from the
registration requirements of the US Securities Act, such issuance
of New Quanex Shares will be made in compliance with applicable US
laws and regulations. BEFORE MAKING ANY VOTING DECISION, QUANEX'S
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN
CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE IN THE
DEFINITIVE PROXY STATEMENT CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND
THE SHARE ISSUANCE PROPOSAL. Quanex's Stockholders and investors
will be able to obtain, without charge, a copy of the Definitive
Proxy Statement (or, if applicable, the registration statement) and
other relevant documents filed with the SEC from the SEC's website
at http://www.sec.gov or by directing a written request to Quanex
(Attention: Investor Relations) at 945 Bunker Hill Road, Suite 900,
Houston, Texas 77024 or from Quanex's website at
https://www.roadto2b.com.
Participants in the
solicitation
Quanex and certain of its directors and executive officers and
employees may be considered participants in the solicitation of
proxies from the Quanex Stockholders in respect of the Transaction,
including the share issuance proposal. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of Quanex Stockholders in connection with the
Transaction, including a description of their direct or indirect
interests, by security holdings or otherwise, are set forth in the
Definitive Proxy Statement filed with the SEC. Additional
information regarding Quanex's directors and executive officers is
contained in Quanex's Annual Report on Form 10-K for the fiscal
year ended October 31, 2023 and its annual meeting proxy statement
on Schedule 14A, dated January 25, 2024, which are filed with the
SEC.
Overseas
jurisdictions
The release, publication or distribution of this announcement
in or into jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. In particular,
the ability of persons who are not resident in the United Kingdom
to vote their Tyman Shares at the Court Meeting or General Meeting,
or to appoint another person as proxy to vote at the Court Meeting
or General Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located. Further
details in relation to the Overseas Shareholders will be contained
in the Scheme Document (or, if the Transaction is to be implemented
by a Takeover Offer, the Offer Document). Any failure to comply
with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Transaction disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless otherwise determined by Quanex or required by the
Takeover Code, and permitted by applicable law and regulation, the
Transaction will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme by any such means from within a Restricted Jurisdiction
or any other jurisdiction if to do so would constitute a violation
of the laws of that jurisdiction and no person may vote in favour
of the Transaction by use of mail or any other means of
instrumentality (including, without limitation, facsimile, email or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of, any Restricted
Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Transaction are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving
this announcement and all documents relating to the Transaction
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction. Doing so may render invalid any related purported
vote in respect of the Transaction. If the Transaction is
implemented by way of a Takeover Offer (unless otherwise permitted
by applicable law or regulation), the Transaction may not be made,
directly or indirectly, in or into, or by use of mail or any other
means or instrumentality (including, without limitation, facsimile,
email or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, any Restricted Jurisdiction
and the Transaction will not be capable of acceptance by any such
use, means, instrumentality or facilities from within any
Restricted Jurisdiction.
The availability of the Transaction or of New Quanex Shares
pursuant to the Transaction to Tyman Shareholders who are not
resident in the United Kingdom or the ability of those persons to
hold such shares may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
The Transaction shall be subject to English law and the
jurisdiction of the Court and to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the FCA, the
Listing Rules and the Registrar of Companies.
Additional information for US
investors in Tyman
Tyman Shareholders in the United States should note that the
Transaction relates to the securities of a UK company and is
proposed to be effected by means of a scheme of arrangement under
English law. This announcement, the Scheme Document and certain
other documents relating to the Transaction have been or will be
prepared in accordance with English law, the Takeover Code and UK
disclosure requirements, format and style, all of which differ from
those in the United States. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act. Accordingly, the Transaction is subject
to the disclosure requirements of and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
disclosure requirements of the United States tender offer rules.
If, in the future, Quanex exercises the right to implement the
Transaction by way of a Takeover Offer and determines to extend the
offer into the United States, the Transaction will be made in
compliance with applicable United States laws and regulations,
including any applicable exemptions under the US Securities Act or
US Exchange Act.
Tyman's financial statements, and all financial information
that may be included in the Scheme Document, or any other documents
relating to the Transaction, have been or will be prepared in
accordance with International Financial Reporting Standards and may
not be comparable to financial statements of companies in the
United States or other companies whose financial statements are
prepared in accordance with US generally accepted accounting
principles ("US GAAP"). The
financial information included in the Scheme documentation in
relation to Quanex has been or will have been prepared in
accordance with US GAAP, except as otherwise specified
therein.
It
may be difficult for US holders to enforce their rights and claims
arising out of the US federal securities laws, since Tyman is
located outside of the US, and some or all of its officers and
directors may be residents of countries other than the US. US
holders may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's jurisdiction or
judgment.
The New Quanex Shares to be issued pursuant to the Transaction
have not been registered under the US Securities Act, and may not
be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the US
Securities Act. The New Quanex Shares to be issued pursuant to the
Transaction are expected to be issued in reliance upon an exemption
from such registration requirements pursuant to Section 3(a)(10) of
the US Securities Act. If, in the future, Quanex exercises its
right to implement the Transaction by way of a Takeover Offer or
otherwise in a manner that is not exempt from the registration
requirements of the US Securities Act, such issuance of New Quanex
Shares will be made in compliance with applicable US laws and
regulations. In this event, Tyman Shareholders are urged to read
these documents and any other relevant documents filed with the
SEC, as well as any amendments or supplements to those documents,
because they will contain important information. Such documents
will be available free of charge at the SEC's website at
www.sec.gov or by directing a request to Quanex's Investor
Relations team identified above.
New Quanex Shares issued to persons other than "affiliates" of
Quanex (defined as certain control persons, within the meaning of
Rule 144 under the US Securities Act) will be freely transferable
under US federal securities laws and regulations following the
Transaction. Persons (whether or not US persons) who are or will be
"affiliates" of Quanex within 90 days prior to, or after, the
Effective Date will be subject to certain transfer restrictions
relating to the New Quanex Shares under US federal securities laws
and regulations.
Forward-looking
statements
This announcement may contain "forward-looking statements".
These statements are based on the current expectations of the
management of Quanex and/or Tyman and are naturally subject to
uncertainty and changes in circumstances. The forward-looking
statements contained in this document include statements relating
to the expected effects of the Transaction, the expected timing and
scope of the Transaction, and other statements other than
historical facts. Forward-looking statements include statements
typically containing words such as "will", "may", "should",
"believe", "intends", "expects", "anticipates", "targets",
"estimates" and words of similar import and including statements
relating to future capital expenditures, expenses, revenues,
economic performance, financial conditions, dividend policy, losses
and future prospects and business and management strategies and the
expansion and growth of the operations of Quanex or Tyman following
completion of the Transaction. Although Tyman and/or Quanex
believes that the expectations reflected in such forward-looking
statements are reasonable, Tyman and/or Quanex can give no
assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward looking statements. These
factors include: the possibility that the Transaction will not be
completed on a timely basis or at all, whether due to the failure
to satisfy the conditions of the Transaction (including approvals
or clearances from regulatory and other agencies and bodies) or
otherwise, general business and economic conditions globally,
industry trends, competition, changes in government and other
regulation, the nature, cost and outcome of any legal proceedings
related to the Transaction, changes in political and economic
stability, disruptions in business operations due to reorganization
activities, interest rate and currency fluctuations, the inability
of the combined company to realize successfully any anticipated
synergy benefits when (and if) the Transaction is implemented, the
inability of the Enlarged Group to integrate successfully Quanex's
and Tyman's operations when (and if) the Transaction is implemented
and the Enlarged Group incurring and/or experiencing unanticipated
costs and/or delays or difficulties relating to the Transaction
when (and if) it is implemented. Additional information concerning
these and other risk factors is contained in the Risk Factors
sections of the Proxy Statement Quanex filed with the SEC on June
6, 2024 and Quanex's most recent reports on Form 10-K and Form
10-Q, the contents of which are not incorporated by reference into,
nor do they form part of, this announcement.
These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. By their nature, these forward-looking statements involve
known and unknown risks, as well as uncertainties because they
relate to events and depend on circumstances that will occur in the
future. The factors described in the context of such
forward-looking statements in this announcement may cause the
actual results, performance or achievements of any such person, or
industry results and developments, to be materially different from
any results, performance or achievements expressed or implied by
such forward-looking statements. No assurance can be given that
such expectations will prove to have been correct and persons
reading this announcement are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only
as at the date of this announcement. All subsequent oral or written
forward-looking statements attributable to Quanex or Tyman or any
persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Neither of Quanex or
Tyman undertakes any obligation to update publicly or revise
forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent required by
applicable law, regulation or stock exchange
rules.
No profit forecasts or
estimates
No
statement in this announcement is intended as a profit forecast or
estimate for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
for Tyman or Quanex for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Tyman or Quanex.
Disclosure requirements of
the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the
relevant dealing.
If
two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of
whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Right to switch to a Takeover
Offer
Quanex reserves the right to elect, with the consent of the
Panel, and subject to the terms of the Co-operation Agreement, to
implement the Transaction by way of a Takeover Offer for the entire
issued and to be issued ordinary share capital of Tyman as an
alternative to the Scheme. In such an event, the Takeover
Offer will be implemented on the same terms or, if Quanex so
decides, on such other terms being no less favourable (subject to
appropriate amendments), so far as applicable, as those applying to
the Scheme and subject to the amendment referred to in Appendix 1
to the Transaction Announcement. Upon sufficient acceptances
being received in respect of such Takeover Offer, Quanex intends to
exercise its rights to apply the provisions of Chapter 3 of Part 28
of the Companies Act so as to acquire compulsorily the remaining
Tyman Shares in respect of which the Takeover Offer has not been
accepted.
Publication of this
announcement and other documents on website
Copies of this announcement and the other documents listed in
this announcement will be made available, free of charge, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions on Quanex's website
at https://www.roadto2b.com/ and
Tyman's website at https://www.tymanplc.com/investor-relations
by no later than
12:00 p.m. (London time) on the Business Day following this
announcement.
For the avoidance of doubt, the contents of these websites and
any website accessible from hyperlinks on these websites are not
incorporated into, and do not form part of, this
announcement.
Information relating
to Tyman Shareholders
Please be aware that addresses, electronic addresses and
certain information provided by Tyman Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Tyman may be provided to Quanex during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede
them.
General
If
you are in any doubt about the contents of this announcement or the
action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.
Appendix 1
Alantra Irrevocable
Undertaking
1.
Alantra EQMC Asset Management SGIIC, S.A. acting
on behalf of each of EQMC Europe Development Capital Fund and
Mercer QIF Common Contractual Fund ("Alantra") has given an irrevocable
undertaking in respect of its holdings of Tyman Shares (or those
Tyman Shares over which it has control), being 19,778,273 Tyman
Shares representing 10.05 per cent. of the Tyman Shares in
issue as at 27 June
2024 (being the last Business Day prior to the publication of this
announcement).
2.
This irrevocable undertaking remains binding in
the event that a higher competing offer is made for Tyman and will
only cease to be binding if:
2.1
Quanex has elected (in accordance with and subject
to the terms of the Co-operation Agreement and with the consent of
the Panel) to proceed with the implementation of the Transaction by
way of Takeover Offer and the offer document has not been posted to
Tyman shareholders within 28 days (or such other date as the Panel
may require) after the date of publication of the announcement made
in accordance with the requirements of paragraph 8 of Appendix 7 to
the Takeover Code;
2.2
Tyman publicly announces that its board has
withdrawn its recommendation of the Transaction as a result of a
reduction in the value of the consideration to be received by Tyman
Shareholders (and provided that announcement expressly refers to
such reduction in value as a reason for its withdrawn
recommendation);
2.3
on the date upon which any competing third‑party
offer or scheme of arrangement becomes or is declared unconditional
in all respects or otherwise becomes effective;
2.4
the Scheme becomes effective in accordance with
its terms, or an offer (made pursuant to the terms of the
undertaking) is declared unconditional in accordance with the
requirements of the Takeover Code; or
2.5
the Transaction lapses, is withdrawn or if no new,
revised or replacement offer or scheme has then been announced by
Quanex in accordance with Rule 2.7 of the Takeover Code at the same
time.
3.
Notwithstanding any other terms of the irrevocable
undertaking, Alantra is expressly permitted to accept or exercise
its voting rights in favour of a competing offer, provided that
such offer:
3.1
is not subject to the satisfaction of any
pre-conditions;
3.2
has been publicly recommended by the Tyman Board;
and
3.3
represents a greater than 12.5 per cent. increase
in value to the consideration to be received by Tyman Shareholders
who receive the Main Offer.