Quanex Building Products Corporation (NYSE: NX) (“Quanex” or the
“Company”) today announced that shareholders of both Quanex and
Tyman plc (LSE:TYMN) ("Tyman") have approved Quanex’s proposed
acquisition of Tyman.
“On behalf of our Board of Directors and
executive management team, I would like to thank Quanex and Tyman
shareholders for their support as we move swiftly towards
completing the transaction and creating a comprehensive solutions
provider in the building products industry,” said George Wilson,
Chairman, President and Chief Executive Officer of Quanex. “We
continue to prepare internally for the upcoming integration of our
two companies and we look forward to working alongside our talented
colleagues at Tyman following the close of the transaction. Once
combined, we expect to deliver unparalleled value to our customers,
employees, and shareholders."
Tyman shareholders will receive either a mix of
240.0 pence in cash and 0.05715 shares of Quanex common stock for
each Tyman share, or a Capped All-Share Alternative of 0.14288
shares of Quanex common stock per Tyman share. The Capped All-Share
Alternative will be subject to proration if more than 25% of the
outstanding Tyman shares elect to receive it. Tyman shareholders,
upon the closing of the transaction, will also receive a Special
Dividend of 15 pence in cash. Upon closing of the transaction and
subject to the elections made by Tyman shareholders, Tyman
shareholders will own approximately 30-32% of Quanex on a fully
diluted basis.
The acquisition remains subject to the
satisfaction of customary closing conditions and is expected to
close in August of this year.
About Quanex
Quanex is a global manufacturer with core
capabilities and broad applications across various end markets. The
Company currently collaborates and partners with leading OEMs to
provide innovative solutions in the window, door, vinyl fencing,
solar, refrigeration and cabinetry markets. Looking ahead,
Quanex plans to leverage its material science expertise and process
engineering to expand into adjacent markets.
About Tyman
Tyman is a leading international supplier of
engineered fenestration components and access solutions to the
construction industry. The Group designs and manufactures products
that enhance the comfort, sustainability, security, safety, and
aesthetics of residential homes and commercial buildings. Tyman's
portfolio of leading brands serves their markets through three
regional divisions (North America, UK, Ireland, and Europe) and
covers all aspects of the hardware and sealing solutions required
for doors and windows, and a full suite of solutions for roof, wall
and floor access in residential and commercial buildings.
Forward Looking Statements
This press release contains certain
“forward-looking statements”. These statements are based on the
current expectations of the management of Quanex and are naturally
subject to uncertainty and changes in circumstances. The
forward-looking statements include statements relating to the
expected effects of the acquisition. 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
following completion of the acquisition. Although Quanex believes
that the expectations reflected in such forward-looking statements
are reasonable, 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 acquisition will not be completed on a timely
basis or at all, whether due to the failure to satisfy the
conditions of the acquisition (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, 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 acquisition is implemented, the inability to integrate
successfully Quanex’s and Tyman’s operations when (and if) the
acquisition is implemented and Quanex incurring and/or experiencing
unanticipated costs and/or delays or difficulties relating to the
acquisition 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 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 press release.
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 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 press release are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only
as at the date of this press release. All subsequent oral or
written forward-looking statements attributable to Quanex, 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 Offer or Solicitation
The information contained in this press
release 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 in any
jurisdiction pursuant to the acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. In particular,
this press release 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
U.S. Securities Act of 1933, as amended (the “Securities Act”), or
pursuant to an exemption from, or in a transaction not subject to,
such registration requirements. Any securities issued in the
acquisition are anticipated to be issued in reliance upon available
exemptions from such registration requirements pursuant to
Section 3(a)(10) of the Securities Act. The acquisition
will be made solely by means of the scheme document published by
Tyman, 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 acquisition. Any decision in respect
of, or other response to, the acquisition, should be made only on
the basis of the information contained in such document(s) and
the Proxy Statement. If, in the future, Quanex ultimately seeks to
implement the acquisition by way of a takeover offer or otherwise
in a manner that is not exempt from the registration requirements
of the Securities Act, that offer will be made in compliance with
applicable US laws and regulations.
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 press release 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 press release 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, 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, then 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 Panel’s website at
http://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. If you are in any doubt
as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure, then you should contact the
Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.
Publication of this announcement on
website
A copy of this announcement will be available,
free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions on Quanex's website at
https://www.roadto2b.com 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 this
website and any websites accessible from hyperlinks on this website
are not incorporated into, and do not form part of, this
announcement.
Quanex Contacts:
Investor Contact
Scott ZuehlkeSVP, Chief Financial Officer &
Treasurer713-877-5327scott.zuehlke@quanex.com
Media Contact
Arielle Rothstein / Andrew Siegel / Lyle
WestonJoele Frank, Wilkinson Brimmer Katcher+1-212-355-4449
Tyman (LSE:TYMN)
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