MIAMI and LAS VEGAS, Feb. 27,
2014 /PRNewswire/ -- American Pacific Corporation
(NASDAQ: APFC) ("AMPAC") and H.I.G. Capital, LLC ("H.I.G.") today
announced the successful completion of the tender offer (the
"Offer") by Flamingo Merger Sub Corp. ("Merger Sub"), a wholly
owned subsidiary of Flamingo Parent Corp. ("Parent") and an
affiliate of H.I.G., for any and all of the outstanding shares of
common stock of AMPAC (the "Shares") at a price of $46.50 per Share, net to the seller in cash
without interest.
The Offer expired at 5:00 p.m.,
New York City time, on
February 26, 2014, and a total of
5,771,139 Shares were validly tendered and not properly withdrawn
from the Offer, representing approximately 68.1% of AMPAC's
outstanding Shares. In accordance with the terms of the Offer, all
Shares that were validly tendered and not properly withdrawn have
been accepted for payment, and Merger Sub is promptly paying for
all such Shares.
As a result of its acceptance of the Shares tendered in the
Offer, Merger Sub has acquired a sufficient number of Shares to
close the merger of Merger Sub with and into AMPAC without the
affirmative vote of AMPAC's stockholders pursuant to
Section 251(h) of the Delaware General Corporation Law.
Upon completion of the merger, AMPAC will become a wholly owned
portfolio company of H.I.G. Each Share that was not validly
tendered in the Offer (other than Shares held by Parent, Merger Sub
or AMPAC (or held in AMPAC's treasury), any subsidiary of Parent,
Merger Sub or AMPAC, or by any stockholder of AMPAC who properly
exercised and perfected appraisal rights under Delaware law) will be converted automatically
into the right to receive the same $46.50 per Share in cash, without interest, that
is being paid in the Offer. In addition, the parties anticipate
that the Shares will cease to be traded on the NASDAQ Stock Market
at the close of market on February 27,
2014, following completion of the merger.
About American Pacific Corporation
American Pacific Corporation is a leading custom manufacturer of
fine chemicals and specialty chemicals within its focused markets.
AMPAC supplies active pharmaceutical ingredients and advanced
intermediates to the pharmaceutical industry. For the aerospace and
defense industry, it provides specialty chemicals used in solid
rocket motors for space launch and military missiles. AMPAC
produces clean agent chemicals for the fire protection industry, as
well as electro-chemical equipment for the water treatment
industry. AMPAC's products are designed to meet customer
specifications and often must meet certain governmental and
regulatory approvals. Additional information about AMPAC can be
obtained by visiting its web site at www.apfc.com.
About H.I.G.
H.I.G. is a leading global private equity investment firm with
more than $15 billion of equity
capital under management. Based in Miami, and with offices in Atlanta, Boston, Chicago, Dallas, New
York, and San Francisco in
the U.S., as well as international affiliate offices in
London, Hamburg, Madrid, Milan, Paris,
and Rio de Janeiro, H.I.G.
specializes in providing capital to small and medium-sized
companies with attractive growth potential. H.I.G. invests in
management-led buyouts and recapitalizations of profitable and well
managed manufacturing or service businesses. Since its founding in
1993, H.I.G. has invested in and managed more than 200 companies
worldwide. The firm's current portfolio includes more than 80
companies with combined sales in excess of $30 billion. For more information, please refer
to the H.I.G. website at www.higcapital.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements with
respect to the tender offer and related transactions, including the
benefits expected from the acquisition. When used in this press
release, the words "can," "will," "intends," "expects," "is
expected," similar expressions and any other statements that are
not historical facts are intended to identify those assertions as
forward-looking statements. Such statements are based on a number
of assumptions that could ultimately prove inaccurate, and are
subject to a number of risk factors, including uncertainties
regarding general economic and business conditions. Neither H.I.G.
nor AMPAC assumes any obligation to update any forward-looking
statement, whether as a result of new information, future events or
otherwise. Further information on factors that could affect AMPAC's
financial results is provided in documents filed by AMPAC with the
Securities and Exchange Commission, including AMPAC's recent
filings on Form 10-Q and Form 10-K.
Contact: Investor Relations – (702) 735-2200
E-mail: InvestorRelations@apfc.com
Website: www.apfc.com
SOURCE American Pacific Corporation; H.I.G. Capital, LLC