Covia to Commence Trading Following Combination of Unimin and Fairmount Santrol
01 Junio 2018 - 7:45AM
Covia Holdings Corporation (NYSE:CVIA) (“Covia”) announced today
the completion of the previously announced strategic combination
between Unimin Corporation (“Unimin”) and Fairmount Santrol. Covia
will commence trading today on the New York Stock Exchange (“NYSE”)
under the ticker symbol “CVIA”. In connection with the completion
of the transaction, Fairmount Santrol common stock ceased trading
prior to the market opening today and will be delisted from the
NYSE.
Under the terms of the merger agreement, for each share of
Fairmount Santrol, stockholders will receive approximately $0.73 in
cash consideration and 0.2 shares of Covia common stock. Any
remaining Fairmount Santrol shares that cannot be converted into a
whole Covia share will be redeemed for cash. Stockholders should
expect to receive all cash consideration no later than June 8,
2018. As of June 1, 2018, Covia has 132.5 million fully diluted
shares outstanding. Approximately 65% of Covia common stock is
owned by SCR-Sibelco NV.
Jenniffer Deckard, President and Chief Executive Officer of
Covia, said, “Today is a historic day for Covia and we would like
to thank our stockholders, employees, customers and partners for
their support in completing this significant achievement.” Deckard
continued, “As we make our debut as Covia, the strong foundation
built by our two highly complementary legacy organizations
underpins an industry leader, strongly positioned to serve
customers’ needs through our broad array of high-quality products,
distinctive technical capabilities, and the industry’s most
comprehensive production and distribution network. We look forward
to utilizing these unique competitive advantages to achieve our
near-term synergy goals and to create significant long-term value
for all of our stakeholders."
About Covia
Covia is a leading provider of minerals and material solutions
for the Industrial and Energy markets, representing the legacy and
combined strengths from the June 2018 merger of Unimin and
Fairmount Santrol. The Company is a leading provider of
diversified mineral solutions to the glass, ceramics, coatings,
polymers, construction, water filtration, sports and recreation
markets. The Company offers a broad array of high-quality products,
including high-purity silica sand, nepheline syenite, feldspar,
clay, kaolin, lime, resin systems and coated materials, delivered
through its comprehensive distribution network. Covia offers its
Energy customers an unparalleled selection of proppant solutions,
additives, and coated products to enhance well productivity and to
address both surface and down-hole challenges in all well
environments. Covia has built long-standing relationships with a
broad customer base consisting of blue-chip customers. Underpinning
these strengths is an unwavering commitment to safety and to
sustainable development further enhancing the value that Covia
delivers to all of its stakeholders. For more information, visit
CoviaCorp.com.
Forward-Looking Statements
Certain statements contained in this press release constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements represent the Company’s expectations or beliefs
concerning future events, and it is possible that the results
described in this press release will not be achieved. These
forward-looking statements are subject to risks, uncertainties and
other factors, many of which are outside of the Company’s control,
that could cause actual results to differ materially from the
results discussed in the forward-looking statements. These factors
include: the ability of Unimin and Fairmount Santrol to integrate
their businesses successfully and to achieve anticipated synergies
and the anticipated cost, timing and complexity of integration
efforts; potential adverse reactions or changes to business
relationships resulting from the completion of the merger; the
actual results of operations and financial condition of the Company
following the merger as compared to the unaudited pro forma
combined financial information included in the Registration
Statement on Form S-4 related to the merger; SCR-Sibelco NV, the
holder of a majority of the Company’s common stock, will have
significant influence over the Company; changes in prevailing
economic conditions, including continuing pressure on and
fluctuations in demand for, and pricing of, our products; loss of,
or reduction in business from the Company’s largest customers or
their failure to pay the Company; possible adverse effects of being
leveraged, including interest rate, event of default or refinancing
risks, as well as potentially limiting the Company’s ability to
invest in certain market opportunities; the level of cash flows
generated to provide adequate liquidity; our ability to
successfully develop and market new products; our rights and
ability to mine our property and our renewal or receipt of the
required permits and approvals from government authorities and
other third parties; our ability to implement and realize
efficiencies from capacity expansion plans, facility reactivation
and cost reduction initiatives within our time and budgetary
parameters; increasing costs or a lack of dependability or
availability of transportation services or infrastructure and
geographic shifts in demand; changing legislative and regulatory
initiatives relating to our business, including environmental,
mining, health and safety, licensing, reclamation and other
regulation relating to hydraulic fracturing (and changes in their
enforcement and interpretation); silica-related health issues and
corresponding litigation; seasonal and severe weather conditions;
and other operating risks that are beyond our control.
Any forward-looking statement speaks only as of the date on
which it is made, and, except as required by law, the Company does
not undertake any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. New factors emerge from time to time,
and it is not possible for the Company to predict all such factors.
When considering these forward-looking statements, you should keep
in mind the risk factors and other cautionary statements in Covia
Holdings Corporation’s filings with the Securities and Exchange
Commission (“SEC”). The risk factors and other factors noted in our
filings with the SEC could cause our actual results to differ
materially from those contained in any forward-looking
statement.
Investor Contact:
Matthew Schlarb+1 440-214-3284Matthew.Schlarb@CoviaCorp.com
Media Contact:
Kristin Lewis+1 440-279-0245Kristin.Lewis@CoviaCorp.com
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