Arch Chemicals Inc - Current report filing (8-K)
11 Settembre 2008 - 7:53PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
,
D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event
reported):
September 5
,
2008
ARCH CHEMICALS, INC.
(Exact name of registrant as specified
in its charter)
Virginia
|
1-14601
|
06-1526315
|
(State
or other
|
(Commission
File Number)
|
(IRS
Employer
|
jurisdiction
|
|
Identification
|
of
incorporation)
|
|
Number)
|
501
Merritt 7, Norwalk, CT
|
06851
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(203) 229-2900
(N/A)
(Former
name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions
(see
General Instruction A.2. below)
:
o
|
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
|
|
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
September 5, 2008, Arch Chemicals, Inc. (the “Company”) entered into a
definitive agreement to acquire the water treatment chemicals business (the
“Business”) of Advantis Technologies, Inc. (the “Transaction”), a subsidiary of
Rockwood Holdings, Inc. Under the terms of the Asset Purchase
Agreement dated as of September 5, 2008, by and among the Company, Advantis,
Rockwood Specialties Inc. and Rockwood Holdings, Inc. (the “Asset Purchase
Agreement”), the Company will acquire the assets of the Business for a purchase
price of $130 million in cash, subject to a working capital adjustment, which is
based on the working capital of the Business as of the closing and as provided
in the Asset Purchase Agreement.
The
Transaction is subject to regulatory approvals and other closing
conditions. The Company expects the Transaction to be consummated
early in the fourth quarter of 2008.
The
foregoing description of the Asset Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Asset Purchase Agreement, which is filed as Exhibit 2.1 hereto and incorporated
herein by reference. A copy of the press release announcing the
Transaction is attached as Exhibit 99.1 hereto.
.
Item
9.01. Exhibits.
Exhibit
No.
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Description
|
|
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2.1
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Asset
Purchase Agreement dated as of September 5, 2008 among Rockwood
Specialties Inc., Advantis Technologies, Inc., Arch Chemicals, Inc. and
Rockwood Holdings, Inc.
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|
|
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99.1
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Press
Release of the Registrant dated September 8,
2008.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ARCH CHEMICALS,
INC.
(Registrant)
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By:
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/s/ Sarah A.
O'Connor
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Sarah A. O'Connor
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Vice
President, General Counsel and Secretary
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Date:
September 11
, 200
8
EXHIBIT
INDEX
Exhibit
No.
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Description
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|
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2.1
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Asset
Purchase Agreement dated as of September 5, 2008 among Rockwood
Specialties Inc., Advantis Technologies, Inc., Arch Chemicals, Inc. and
Rockwood Holdings, Inc.
|
|
|
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99.1
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|
Press
Release of the Registrant dated September 8,
2008.
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