As previously announced, Ferguson plc (the “Company”) entered into a merger agreement (the
“Merger Agreement”), dated as of
February 29, 2024, by and among the Company, Ferguson Enterprises
Inc., a newly incorporated corporation under the laws of Delaware
(“New TopCo”), and Ferguson (Jersey) 2
Limited, a newly formed Jersey incorporated private limited company
and direct, wholly owned subsidiary of New TopCo (“Merger Sub”). The Merger Agreement provides for
the merger (the “Merger”) of Merger
Sub with and into the Company, with the Company surviving the
Merger as a direct, wholly owned subsidiary of New TopCo and Merger
Sub ceasing to exist, on the terms and subject to the conditions of
the Merger Agreement.
In connection with the Merger, on March 1, 2024, New TopCo filed
a registration statement on Form S-4 (as amended on April 12, 2024
and April 16, 2024, the “Registration
Statement”) with the Securities and Exchange Commission (the
“SEC”). On April 18, 2024, the
Registration Statement was declared effective by the SEC and New
TopCo filed a prospectus (the “Rule 424
Prospectus”) for such Registration Statement with the SEC.
In addition, on such date, the Company filed a definitive proxy
statement (the “Proxy Statement”) with
the SEC, in connection with its extraordinary general meeting (the
“Special Meeting”) to consider certain
resolutions in connection with the Merger, including a proposal to
approve the Merger Agreement and authorize any actions that are
necessary or desirable for the implementation of the Merger (the
“Merger Proposal”).
Beginning on April 18, 2024, the Company has mailed materials
relating to the Special Meeting to its shareholders. The Special
Meeting will be held at 10:00 a.m. Eastern Time (3:00 p.m. U.K.
Time), on May 30, 2024, at the offices of Freshfields Bruckhaus
Deringer LLP, located at 100 Bishopsgate, London, EC2P 2SR, United
Kingdom. Copies of the Proxy Statement and the Notice of the
Special Meeting are available on the SEC’s website at sec.gov and
on the SEC Filings page of the Company’s website at
corporate.ferguson.com, and will shortly be submitted to the United
Kingdom Financial Conduct Authority’s (“FCA”) National Storage Mechanism and available at
data.fca.org.uk/#/nsm/nationalstoragemechanism.
The expected timetable for the Special Meeting is set out
below:
SPECIAL MEETING
TIMETABLE
2024
Record date for shareholders to
attend and vote at the Special Meeting
April 15
Latest time and date for receipt
of Form of Instruction (U.K. DI Holders)
May 23 (10:00am Eastern
Time/3:00pm UK Time)
Latest time and date for receipt
of Proxy Card (registered shareholders)
May 27 (11:59pm Eastern Time) /
May 28 (4:59am UK Time)
Special Meeting
May 30 (10:00am Eastern Time/
3:00pm UK Time)
Additionally, in connection with the proposed listing of New
TopCo’s common stock on the London Stock Exchange related to the
Merger, New TopCo has prepared a prospectus (as amended,
supplemented or otherwise modified, the “U.K.
Prospectus”) in accordance with the Prospectus Regulation
Rules (the “PRRs”) of the FCA. The
U.K. Prospectus was approved by the FCA on April 18, 2024 and has
today been made available to the public via the Company’s website,
and will shortly be submitted to the FCA’s National Storage
Mechanism and available at
data.fca.org.uk/#/nsm/nationalstoragemechanism.
Consummation of the Merger remains subject to the satisfaction
or waiver of several conditions precedent listed in the Merger
Agreement, including, without limitation, that the Merger Proposal
contained in the Proxy Statement is passed by at least two-thirds
(662⁄3%) of the total number of votes cast at the Special Meeting.
We currently anticipate that the Merger and the other transactions
contemplated by the Merger Agreement will be consummated on August
1, 2024, subject to all such closing conditions being satisfied or
waived.
Profit Forecast and Capitalization and Indebtedness
The PRRs require that prospectuses filed with the FCA in
connection with the listing of securities on the London Stock
Exchange include any “profit forecast” (as such term is used in the
PRRs) previously issued by a company that remains outstanding and
valid. Consequently, the U.K. Prospectus includes a profit forecast
(the “Profit Forecast”) for the fiscal
year ending 2024, which was previously announced by the Company as
part of its financial results for the six months ended January 31,
2024. Additionally, the U.K. Prospectus includes certain
information regarding the capitalization and indebtedness of the
Company as of January 31, 2024.
Important Information for Investors and Shareholders
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION TO PERSONS, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BREACH ANY
APPLICABLE LAW.
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy or exchange any securities or a
solicitation of any vote or approval in any jurisdiction. It does
not constitute a prospectus or prospectus equivalent document. No
offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933.
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT AND RULE 424 PROSPECTUS AND OTHER
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain free copies
of the Registration Statement, the Proxy Statement, the Rule 424
Prospectus and other documents filed with the SEC by New TopCo or
the Company through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
New TopCo or the Company are available free of charge on the
Company’s website at corporate.ferguson.com under the tab
“Investors” and under the heading “Financial Information” and
subheading “SEC Filings” or by contacting the Company’s Company
Secretary in writing by mail to 1020 Eskdale Road, Winnersh
Triangle, Wokingham, Berkshire, RG41 5TS, U.K., by email at
investor@ferguson.com or by telephone at +44 (0) 118 927 3800.
Certain Information Regarding Participants
The Company, New TopCo, and their respective directors and
executive officers may be considered participants in the
solicitation of proxies from the shareholders of the Company in
connection with the Merger. Information about the directors and
executive officers of the Company is set forth in its Annual Report
on Form 10-K for the year ended July 31, 2023, which was filed with
the SEC on September 26, 2023 and its proxy statement for its 2023
annual general meeting, which was filed with the SEC on October 17,
2023, and its Current Reports on Form 8-K, which were filed with
the SEC on January 12, 2024 and March 1, 2024. Information about
the directors and executive officers of the Company and New TopCo
and other information regarding the potential participants in the
proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, are contained in the
Proxy Statement and the Rule 424 Prospectus filed with the SEC and
other relevant materials filed with or to be filed with the SEC
regarding the Merger when they become available. To the extent
holdings of the Company’s securities by its directors or executive
officers have changed since the amounts set forth in the Proxy
Statement and the Rule 424 Prospectus, such changes have been or
will be reflected on Initial Statements of Beneficial Ownership on
Form 3 or Statements of Beneficial Ownership on Form 4 filed with
the SEC. You may obtain these documents (when they become
available) free of charge through the website maintained by the SEC
at http://www.sec.gov and from the Company Secretary at the Company
as described above.
Cautionary Note Regarding Forward-Looking Statements
Certain information included in this announcement is
forward-looking, including within the meaning of the Private
Securities Litigation Reform Act of 1995, and involves risks,
assumptions and uncertainties that could cause actual results to
differ materially from those expressed or implied by
forward-looking statements. Forward-looking statements cover all
matters which are not historical facts and include, without
limitation, statements or guidance regarding or relating to our
future financial position, results of operations and growth, the
Profit Forecast, the Merger, the benefits of the Merger, our
ability to manage the risks relating to the Merger, plans and
objectives for the future including our capabilities and
priorities, risks associated with changes in global and regional
economic, market and political conditions, ability to manage supply
chain challenges, ability to manage the impact of product price
fluctuations, our financial condition and liquidity, legal or
regulatory changes and other statements concerning the success of
our business and strategies. Forward-looking statements can be
identified by the use of forward-looking terminology , including
terms such as “believes,” “estimates,” “anticipates,” “expects,”
“forecasts,” “guidance,” “intends,” “continues,” “plans,”
“projects,” “goal,” “target,” “aim,” “may,” “will,” “would,”
“could” or “should” or, in each case, their negative or other
variations or comparable terminology and other similar references
to future periods. Forward-looking statements speak only as of the
date on which they are made. They are not assurances of future
performance and are based only on our current beliefs, expectations
and assumptions regarding the future of our business, future plans
and strategies, projections, anticipated events and trends, the
economy and other future conditions. Therefore, you should not
place undue reliance on any of these forward-looking statements.
Although we believe that the forward-looking statements contained
in this announcement are based on reasonable assumptions, you
should be aware that many factors could cause actual results to
differ materially from those in such forward-looking statements,
including, but not limited to: any changes in the underlying
assumptions of the Profit Forecast, the Merger may be delayed,
cancelled, suspended or terminated; unexpected costs for us and any
unanticipated or other adverse consequences to us or our
shareholders relating to the Merger; the conditions to the
completion of the Merger, including shareholder approval, may not
be satisfied; the benefits of the Merger may not be realized;
weakness in the economy, market trends, uncertainty and other
conditions in the markets in which we operate, and other factors
beyond our control, including disruption in the financial markets
and any macroeconomic or other consequences of political unrest,
disputes or war; failure to rapidly identify or effectively respond
to direct and/or end customers’ wants, expectations or trends,
including costs and potential problems associated with new or
upgraded information technology systems or our ability to timely
deploy new omni-channel capabilities; decreased demand for our
products as a result of operating in highly competitive industries
and the impact of declines in the residential and non-residential
markets, as well as the repair, maintenance and improvement (“RMI”)
and new construction markets; changes in competition, including as
a result of market consolidation or competitors responding more
quickly to emerging technologies (such as generative artificial
intelligence (“AI”)); failure of a key information technology
system or process as well as exposure to fraud or theft resulting
from payment-related risks; privacy and protection of sensitive
data failures, including failures due to data corruption,
cybersecurity incidents or network security breaches;
ineffectiveness of or disruption in our domestic or international
supply chain or our fulfillment network, including delays in
inventory availability at our distribution facilities and branches,
increased delivery costs or lack of availability; failure to
effectively manage and protect our facilities and inventory or to
prevent personal injury to customers, suppliers or associates,
including as a result of workplace violence; unsuccessful execution
of our operational strategies; failure to attract, retain and
motivate key associates; exposure of associates, contractors,
customers, suppliers and other individuals to health and safety
risks; inherent risks associated with acquisitions, partnerships,
joint ventures and other business combinations, dispositions or
strategic transactions; regulatory, product liability and
reputational risks and the failure to achieve and maintain a high
level of product and service quality; inability to renew leases on
favorable terms or at all, as well as any remaining obligations
under a lease when we close a facility; changes in, interpretations
of, or compliance with tax laws in the United States, the United
Kingdom, Switzerland or Canada; our indebtedness and changes in our
credit ratings and outlook; fluctuations in product prices (e.g.,
commodity-priced materials, inflation/deflation) and foreign
currency; funding risks related to our defined benefit pension
plans; legal proceedings as well as failure to comply with domestic
and foreign laws, regulations and standards, as those laws,
regulations and standards or interpretations and enforcement
thereof may change, or the occurrence of unforeseen developments
such as litigation; our failure to comply with the obligations
associated with being a U.S. domestic issuer and the costs
associated therewith; the costs and risk exposure relating to
environmental, social and governance (“ESG”) matters, including
sustainability issues, regulatory or legal requirements, and
disparate stakeholder expectations; adverse impacts caused by a
public health crisis; and other risks and uncertainties set forth
under the heading “Risk Factors” in the Proxy Statement and the
Rule 424 Prospectus filed with the SEC on April 18, 2024, and in
other filings we or New TopCo make with the SEC in the future.
Additionally, forward-looking statements regarding past trends or
activities should not be taken as a representation that such trends
or activities will continue in the future. Other than in accordance
with our legal or regulatory obligations, we undertake no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
About Ferguson
Ferguson plc (NYSE: FERG; LSE: FERG) is a leading value-added
distributor in North America providing expertise, solutions and
products from infrastructure, plumbing and appliances to HVAC,
fire, fabrication and more. We exist to make our customers’ complex
projects simple, successful and sustainable. Ferguson is
headquartered in the U.K., with its operations and associates
solely focused on North America and managed from Newport News,
Virginia. For more information, please visit corporate.ferguson.com
or follow us on LinkedIn
linkedin.com/company/ferguson-enterprises.
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For further information please contact: Investor
Inquiries Brian Lantz Vice President, IR and Communications +1
224 285 2410 Pete Kennedy Director, Investor Relations +1 757 603
0111 Media Inquiries Christine Dwyer Senior Director,
Communications and Public Relations +1 757 469 5813
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