SUGAR
LAND, Texas and LOS
ANGELES, June 24, 2022 /PRNewswire/ -- Trecora
Resources (NYSE: TREC) ("Trecora" or the "Company") and Balmoral
Swan MergerSub, Inc. (the "Purchaser"), an affiliate of Balmoral
Funds, LLC (together with its consolidated subsidiaries,
"Balmoral") today announced the successful completion of the
previously commenced cash tender offer by the Purchaser to purchase
all of the issued and outstanding shares of common stock of Trecora
(collectively, the "Shares").
The tender offer expired at 12:00
A.M., New York City time on
June 24, 2022. As of the expiration
of the tender offer, a total of 16,781,352 Shares were validly
tendered and not withdrawn from the tender offer, representing
approximately 70.73% of the aggregate voting power of the Shares.
As of such expiration, all conditions to the tender offer have been
satisfied or waived. Purchaser has accepted for payment, and
expects to promptly pay for, all such Shares validly tendered and
not withdrawn in accordance with the terms of the tender offer.
As a result of its acceptance of the Shares tendered in the
tender offer, Purchaser has acquired a sufficient number of Shares
to close the merger of Purchaser with and into the Company without
the affirmative vote of the Company's stockholders pursuant to
Section 251(h) of the Delaware General Corporation Law. The parties
expect to consummate the merger on June 27, 2022. In
connection with the merger, the remaining outstanding shares will
be converted into the right to receive $9.81 per Share in cash, without interest
and subject to any required tax withholdings (which is the same
amount per Share paid in the tender offer). As a result of
the tender offer and the merger, Trecora will become a
privately-held, indirect wholly-owned subsidiary of Balmoral and
Trecora's common stock will cease trading on the New York Stock
Exchange.
Blank Rome LLP is acting as legal advisor to Balmoral.
Guggenheim Securities, LLC served as financial advisor to the
Company and Morgan, Lewis & Bockius LLP served as its legal
advisor.
About Trecora Resources
Trecora owns and operates a specialty petrochemicals facility
specializing in high purity hydrocarbons and other petrochemical
manufacturing and a specialty wax facility, both located in
Texas, and provides custom
processing services at both facilities.
About Balmoral Funds
Balmoral is a Los Angeles, CA
based private equity fund that was founded in 2005. Balmoral's
objective is to be the financial partner of choice for
entrepreneurial, emotionally intelligent and successful C-suite
executives and operating advisors creating transformative,
revitalizing change in the businesses they co-invest in together.
Balmoral has approximately $1 billion
of assets under management. Balmoral typically invests in companies
that have revenues between $30 to
$500 million and require equity
investments of $10 to $75 million, with the capability of doing more in
particularly compelling opportunities.
Forward-Looking Statements
Any forward-looking statements, including, but not limited to,
statements regarding the transaction between Balmoral and Trecora,
strategic and other potential benefits of the transaction, and
other statements about Balmoral's or Trecora's future expectations,
beliefs, goals, plans or prospects, are subject to risks and
uncertainties such as those described under the heading "Risk
Factors" in the Company's periodic reports on file with the U.S.
Securities and Exchange Commissions ("SEC"). These statements speak
only as of the date of this press release and are based on
Balmoral's and Trecora's current plans and expectations and involve
risks and uncertainties that could cause actual future events or
results to be different from those described in or implied by such
forward-looking statements, including risks and uncertainties
regarding: changes in financial markets; changes in economic,
political or regulatory conditions; changes in facts and other
circumstances and uncertainties concerning the proposed
transaction; and other factors set forth from time to time in
Trecora's SEC filings, including its Annual Reports on Form 10-K
and Quarterly Reports on Form 10-Q, as well as the tender offer
statement, solicitation/recommendation statement and other tender
offer documents filed by Balmoral and Trecora, as applicable.
Except as required by applicable law or regulation, Balmoral and
Trecora do not undertake any obligation to update or revise any
such forward-looking statements to reflect future events or
circumstances.
Investor Contact
Jeremy Hellman, CFA
The Equity Group, Inc.
(212) 836-9626
jhellman@equityny.com
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SOURCE Trecora Resources