Shareholders to Receive $127.50 Per Share in
Cash
Chase Corporation (“Chase” or the “Company”) (NYSE American:
CCF), a leading global manufacturer of protective materials for
high-reliability applications across diverse market sectors, today
announced that it has entered into a definitive agreement to be
acquired by an affiliate of investment funds managed by KKR, a
leading global investment firm (as applicable, “KKR”). The all-cash
transaction is valued at approximately $1.3 billion, including the
assumption of debt.
Under the terms of the agreement, KKR will acquire all
outstanding shares of Chase common stock for $127.50 per share in
cash, delivering substantial value to shareholders. The transaction
value implies a valuation of approximately 13 times
trailing-twelve-months EBITDA.
“At Chase, we have always been deeply committed to continuously
improving our operating performance while providing an outstanding
customer experience. In KKR, Chase has found the right strategic
partner with strong cultural alignment combined with the experience
and resources to help support our mission and drive future growth,”
said Adam P. Chase, President and Chief Executive Officer of Chase
Corporation.
“Over its nearly 80-year history, Chase has established itself
as a leader in highly-engineered protective materials and built a
portfolio of trusted brands, while delivering outstanding customer
service,” said Josh Weisenbeck, a KKR Partner who leads KKR’s
Industrials investment team. “We look forward to supporting Chase
on its next phase of growth through developing exciting new
products, executing upon strategic acquisitions, and serving
customers in growing end-markets, including critical applications
in electronics, fiber optics and electric grid infrastructure.”
KKR is making its investment in Chase through its North America
Fund XIII. The investment builds on KKR’s deep experience investing
in industrial businesses with technical, materials science
capabilities, including Minnesota Rubber and Plastics, Charter Next
Generation and Hyperion Materials & Technologies.
Following the close of the transaction, KKR will support Chase
in creating an equity ownership program to provide all employees
the opportunity to participate in the benefits of ownership of the
Company. This strategy is based on the belief that employee
engagement is a key driver in building stronger companies. Since
2011, KKR portfolio companies have awarded billions of dollars of
total equity value to over 60,000 non-management employees across
more than 30 companies.
Transaction Approvals and Timing
The Board of Directors of Chase Corporation (the “Board”) has
unanimously approved the transaction and recommends that
shareholders vote in favor of the transaction. The transaction is
expected to close in the fourth quarter of 2023, subject to the
receipt of approval from the Company’s shareholders and certain
required regulatory approvals, as well as the satisfaction of other
customary closing conditions. The all-cash transaction is not
subject to financing conditions.
Peter Chase, Adam Chase, Mary Chase and the Edward L. Chase
Trust, collectively holding approximately 26% of the outstanding
shares of Chase Corporation common stock, have entered into a
support agreement pursuant to which they have agreed, among other
things, to vote their shares in favor of the transaction.
Once the transaction is complete, Chase will be a privately held
company wholly owned by an affiliate of KKR’s investment funds and
will no longer have its common stock listed on any public
market.
Important Information For Investors And Shareholders
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to
a proposed transaction between Chase and KKR. In connection with
this proposed transaction, Chase may file one or more proxy
statements or other documents with the Securities and Exchange
Commission (the “SEC”). This communication is not a
substitute for any proxy statement or other document Chase may file
with the SEC in connection with the proposed transaction. INVESTORS
AND SECURITY HOLDERS OF CHASE ARE URGED TO READ THE PROXY STATEMENT
AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s)
(if and when available) will be mailed to shareholders of Chase as
applicable. Investors and security holders will be able to obtain
free copies of these documents (if and when available) and other
documents filed with the SEC by Chase through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Chase will be available free of
charge on Chase’s internet website at
https://chasecorp.com/investor-relations/ or by contacting Chase’s
primary investor relation’s contact by email at
investorrelations@chasecorp.com or by phone at 781-332-0700.
Participants in Solicitation
Chase, KKR, their respective directors and certain of their
respective executive officers may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive officers
of Chase is set forth in its Annual Report on Form 10-K for the
fiscal year ended August 31, 2022, which was filed with the SEC on
November 10, 2022, its proxy statement for its 2023 annual meeting
of shareholders, which was filed with the SEC on December 22, 2022,
certain of its Quarterly Reports on Form 10-Q and certain of its
Current Reports filed on Form 8-K.
These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the participants
in the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement and other relevant materials to be
filed with the SEC when they become available.
Forward Looking Statements
This communication contains “forward-looking statements” within
the Private Securities Litigation Reform Act of 1995. Any
statements contained in this communication that are not statements
of historical fact, including statements about Chase’s ability to
consummate the proposed transaction and the expected benefits of
the proposed transaction, may be deemed to be forward-looking
statements. All such forward-looking statements are intended to
provide management’s current expectations for the future of the
Company based on current expectations and assumptions relating to
the Company’s business, the economy and other future conditions.
Forward-looking statements generally can be identified through the
use of words such as “believes,” “anticipates,” “may,” “should,”
“will,” “plans,” “projects,” “expects,” “expectations,”
“estimates,” “forecasts,” “predicts,” “targets,” “prospects,”
“strategy,” “signs,” and other words of similar meaning in
connection with the discussion of future performance, plans,
actions or events. Because forward-looking statements relate to the
future, they are subject to inherent risks, uncertainties and
changes in circumstances that are difficult to predict. Such risks
and uncertainties include, among others: (i) the failure to obtain
the required vote of Chase’s shareholders, (ii) the timing to
consummate the proposed transaction, (iii) the risk that a
condition of closing of the proposed transaction may not be
satisfied or that the closing of the proposed transaction might
otherwise not occur, (iv) the risk that a regulatory approval that
may be required for the proposed transaction is not obtained or is
obtained subject to conditions that are not anticipated, (v) the
diversion of management time on transaction-related issues, (vi)
risks related to disruption of management time from ongoing
business operations due to the proposed transaction, (vii) the risk
that any announcements relating to the proposed transaction could
have adverse effects on the market price of the common stock of
Chase, (viii) the risk that the proposed transaction and its
announcement could have an adverse effect on the ability of Chase
to retain customers and retain and hire key personnel and maintain
relationships with its suppliers and customers, (ix) the occurrence
of any event, change or other circumstance or condition that could
give rise to the termination of the Merger Agreement, including in
circumstances requiring the Company to pay a termination fee, (x)
unexpected costs, charges or expenses resulting from the Merger,
(xi) potential litigation relating to the Merger that could be
instituted against the parties to the Merger Agreement or their
respective directors, managers or officers, including the effects
of any outcomes related thereto, worldwide economic or political
changes that affect the markets that the Company’s businesses serve
which could have an effect on demand for the Company’s products and
impact the Company’s profitability, (xii) challenges encountered by
the Company in the execution of restructuring programs, (xiii)
disruptions in the global credit and financial markets, including
diminished liquidity and credit availability, changes in
international trade agreements, including tariffs and trade
restrictions, cyber-security vulnerabilities, foreign currency
volatility, swings in consumer confidence and spending, raw
material pricing and supply issues, retention of key employees,
increases in fuel prices, and outcomes of legal proceedings, claims
and investigations. Accordingly, actual results may differ
materially from those contemplated by these forward-looking
statements. Investors, therefore, are cautioned against relying on
any of these forward-looking statements. They are neither
statements of historical fact nor guarantees or assurances of
future performance. Additional information regarding the factors
that may cause actual results to differ materially from these
forward-looking statements is available in Chase’s filings with the
SEC, including the risks and uncertainties identified in Part I,
Item 1A - Risk Factors of Chase’s Annual Report on Form 10-K for
the year ended August 31, 2022 and in the Company’s other filings
with the SEC.
These forward-looking statements speak only as of the date of
this communication, and Chase does not assume any obligation to
update or revise any forward-looking statement made in this
communication or that may from time to time be made by or on behalf
of the Company.
Advisors
Perella Weinberg Partners LP and Davis Polk & Wardwell LLP
are serving as advisors to Chase. KKR is advised by Goldman Sachs
and Kirkland & Ellis LLP.
About Chase Corporation
Chase Corporation, a global specialty chemicals company that was
founded in 1946, is a leading manufacturer of protective materials
for high-reliability applications throughout the world. More
information can be found on our website https://chasecorp.com/
About KKR
KKR is a leading global investment firm that offers alternative
asset management as well as capital markets and insurance
solutions. KKR aims to generate attractive investment returns by
following a patient and disciplined investment approach, employing
world-class people and supporting growth in its portfolio companies
and communities. KKR sponsors investment funds that invest in
private equity, credit and real assets and has strategic partners
that manage hedge funds. KKR’s insurance subsidiaries offer
retirement, life and reinsurance products under the management of
Global Atlantic Financial Group. References to KKR’s investments
may include the activities of its sponsored funds and insurance
subsidiaries. For additional information about KKR & Co. Inc.
(NYSE: KKR), please visit KKR’s website at www.kkr.com and on
Twitter @KKR_Co.
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version on businesswire.com: https://www.businesswire.com/news/home/20230721456342/en/
For Chase Corporation Investor & Media Contact:
Jackie Marcus or Ashley Gruenberg Alpha IR Group Phone: (617)
466-9257 E-mail: CCF@alpha-ir.com
Shareholder & Investor Relations Department: Phone: (781)
332-0700 E-mail: investorrelations@chasecorp.com
For KKR Liidia Liuksila or Miles Radcliffe-Trenner (212)
750-8300 media@kkr.com
Grafico Azioni Chase (AMEX:CCF)
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Grafico Azioni Chase (AMEX:CCF)
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Da Feb 2024 a Feb 2025