FOR IMMEDIATE
RELEASE
SPARTECH
ANNOUNCES SPECIAL MEETING OF STOCKHOLDERS TO VOTE FOR THE PROPOSED
MERGER TRANSACTION WITH POLYONE
_________________________________
ST. LOUIS, February 13,
2013 - Spartech Corporation (NYSE:SEH), a leading producer
of plastic sheet, compounds, and packaging solutions, announced
today that it has set the meeting date for the special meeting of
its stockholders at which the stockholders of Spartech will be
asked to approve the previously announced merger of Spartech and
PolyOne Corporation.
The special meeting will be held on Tuesday, March
12, 2013 at 10:00 a.m., local time, at the Spartech Technology
Center, 11650 Lakeside Crossing Court, Maryland Heights, Missouri
63146. Only Spartech stockholders of record as of the close
of business on February 1, 2013 will be permitted to vote at the
special meeting and any adjournment or postponement thereof.
Upon successful completion of the merger, Spartech
stockholders will be entitled to receive in exchange for each share
of Spartech common stock held immediately prior to the
merger: (1) $2.67 in cash, without interest, and (2) 0.3167
of a PolyOne common share. Based on the closing price of
PolyOne's common stock on February 7, 2013, in exchange for each
share of Spartech common stock owned, Spartech stockholders would
be entitled to receive approximately $9.94 per share, comprised of:
(1) $2.67 per share in cash; and (2) 0.3167 of a PolyOne common
share, having a value of approximately $7.27. On February 7,
2013, the closing price of PolyOne's common stock was $22.94 and
the closing price of Spartech's common stock was $9.87.
The Spartech board of directors unanimously
recommends that Spartech stockholders vote to approve the
merger. Each stockholder's vote is very important, regardless
of the number of shares owned. Stockholders should be aware
that not voting at the special meeting will have the same effect as
a vote against the proposal to approve the merger.
Spartech Stockholders who need assistance in
voting their shares or who have questions regarding Spartech's
special meeting may contact Spartech's proxy solicitor, Georgeson
Inc. at (800) 733-6198 (toll-free), (212) 440-9800 (banks and
brokers), spartech@georgeson.com (email) or write to Georgeson
Inc., 199 Water Street - 26th Floor, New
York, NY 10038.
On February 11, 2013, the U.S. Securities and
Exchange Commission declared effective PolyOne's registration
statement on Form S-4, which included a prospectus of PolyOne for
the shares of PolyOne common stock to be issued in the merger and a
proxy statement of Spartech for the special meeting. Mailing
of the proxy statement/prospectus for the special meeting to
Spartech stockholders of record began on February 11, 2013.
The proxy statement/prospectus contains important information
regarding the proposed merger transaction, and Spartech
stockholders are urged to read it carefully. The proxy
statement/prospectus is also available online at the SEC's website,
www.sec.gov, from Spartech at its website, www.spartech.com, or 120
S. Central Avenue, Suite 1700, Clayton, MO 63105, Attention:
Corporate Secretary, or from PolyOne at its website,
www.polyone.com, or 33587 Walker Road, Avon Lake, Ohio 44012,
Attention: Corporate Secretary.
Cautionary Statements
Concerning Forward-Looking Statements
Statements in this Form 8-K that are not purely
historical, including statements that express Spartech's belief,
anticipation or expectation about future events, are
forward-looking statements. "Forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995
relate to future events and expectations and include statements
containing such words as "anticipates," "believes," "estimates,"
"expects," "would," "should," "will," "will likely result,"
"forecast," "outlook," "projects," and similar expressions.
Forward-looking statements are based on management's current
expectations and include known and unknown risks, uncertainties and
other factors, many of which management is unable to predict or
control, that may cause actual results, performance or achievements
to differ materially from those expressed or implied in the
forward-looking statements. Important factors that could cause
actual results to differ from our forward-looking statements are as
follows:
a) |
The possibility that
Spartech may be unable to obtain shareholder approval or that the
companies may be unable to obtain other approvals required for the
transaction or satisfy the other conditions to closing; |
b) |
That problems may arise
in the integration of the businesses of the two companies; |
|
c) |
The acquisition may
involve unexpected costs |
|
d) |
Adverse changes in
economic or industry conditions, including global supply and demand
conditions and prices for products of the types we produce; |
e) |
Restrictions imposed on
us by instruments governing our indebtedness, the possible
inability to comply with requirements and covenants of those
instruments and inability to access capital markets; |
f) |
Our ability to compete
effectively on product performance, quality, price, availability,
product development, and customer service; |
g) |
Adverse changes in the
markets we serve, including the packaging, transportation, building
and construction, recreation and leisure, and other markets, some
of which tend to be cyclical; |
h) |
Volatility of prices and
availability of supply of energy and raw materials that are
critical to the manufacture of our products, particularly plastic
resins derived from oil and natural gas, including future impacts
of natural disasters; |
i) |
Our inability to manage
or pass through to customers an adequate level of increases in the
costs of materials, freight, utilities, or other conversion
costs; |
j) |
Our inability to achieve
and sustain the level of cost savings, productivity improvements,
gross margin enhancements, growth or other benefits anticipated
from our improvement initiatives; |
k) |
Our inability to collect
all or a portion of our receivables with large customers or a
number of customers; |
|
l) |
Loss of business with a
limited number of customers that represent a significant percentage
of our revenues; |
|
m) |
Significant changes in
or termination of major contracts with customers or suppliers; |
|
n) |
Possible asset impairments; |
|
o) |
Our inability to predict
accurately the costs to be incurred, time taken to complete,
operating disruptions therefrom, potential loss of business or
savings to be achieved in connection with announced production
plant consolidations and line moves; |
p) |
Adverse findings in
significant legal or environmental proceedings or our inability to
comply with applicable environmental laws and regulations; |
q) |
Our inability to develop
and launch new products successfully; |
|
r) |
Possible weaknesses in
internal controls; and |
|
|
|
|
|
|
|
|
|
|
|
We assume no responsibility to update our
forward-looking statements.
Additional
Information
In connection with the proposed merger
transaction, PolyOne filed with the SEC and the SEC has declared
effective a registration statement on Form S-4 (File No.
333-185533) that includes a proxy statement of Spartech and a
prospectus of PolyOne. The definitive proxy
statement/prospectus has been sent to the stockholders of Spartech
and PolyOne. SPARTECH STOCKHOLDERS ARE ENCOURAGED TO READ THE
REGISTRATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS)
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE
PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. Investors and security
holders are able to obtain the documents free of charge at the
SEC's website, www.sec.gov, from Spartech at its website,
www.spartech.com, or 120 S. Central Avenue, Suite 1700, Clayton, MO
63105, Attention: Corporate Secretary, or from PolyOne at its
website, www.polyone.com, or 33587 Walker Road, Avon Lake, Ohio
44012, Attention: Corporate Secretary.
Participants in
Solicitation
Spartech and PolyOne and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies in respect of the proposed
merger. Information concerning Spartech's participants is set
forth in the proxy statement, dated January 24, 2012, for
Spartech's 2012 Annual Meeting of Stockholders as filed with the
SEC on Schedule 14A and Spartech's current report on Form 8-K, as
filed with the SEC on March 16, 2012. Information concerning
PolyOne's participants is set forth in the proxy statement, dated
March 23, 2012, for PolyOne's 2012 Annual Meeting of Stockholders
as filed with the SEC on Schedule 14A and PolyOne's current reports
on Form 8-K, as filed with the SEC on May 11, 2012 and September
25, 2012. Additional information regarding the interests of
participants of PolyOne and Spartech in the solicitation of proxies
in respect of the proposed merger is included in the definitive
registration statement and proxy statement/prospectus filed with
the SEC. This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About Spartech
With annual revenues of approximately $1.1
billion, Spartech is a leading producer of plastic products
including polymeric compounds, concentrates, custom extruded sheet
and rollstock products and packaging solutions for a wide spectrum
of customers. Spartech's three business segments, which operate in
the United States, Mexico, Canada, and France, annually process
approximately one billion pounds of plastic resins, specialty
plastic alloys, and color and specialty compounds. Additional
information can be found at www.spartech.com.
About PolyOne
PolyOne Corporation, with 2012 revenues of $3.0
billion, is a premier provider of specialized polymer materials,
services and solutions. The company is dedicated to serving
customers in diverse industries around the globe, by creating value
through collaboration, innovation and an unwavering commitment to
excellence. Guided by its Core Values, Sustainability Promise and
No Surprises Pledge (SM), PolyOne is committed to its customers,
employees, communities and shareholders through ethical,
sustainable and fiscally responsible principles.
Company
Contacts:
|
|
|
Victoria M. Holt |
Randy C. Martin |
|
President and Chief Executive
Officer |
Executive Vice
President and Chief Financial Officer |
(314) 721-4242 |
(314)
721-4242 |
This
announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the
information contained therein.
Source: Spartech Corporation via Thomson Reuters ONE
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