GrafTech Receives Final Regulatory Approval for Brookfield Investment and Tender Offer
11 Agosto 2015 - 3:28PM
Business Wire
GrafTech International Ltd. (NYSE:GTI) today announced that it
has received approval from the Committee on Foreign Investment in
the United States (CFIUS) to close on the previously announced
transactions with affiliates of Brookfield Asset Management Inc.
(NYSE: BAM) (TSX: BAM.A) (Euronext: BAMA) (Brookfield). The
approval by CFIUS is the final regulatory approval required to
consummate the $150 million preferred equity investment and the
tender offer by Brookfield.
GrafTech expects to close on the $150 million preferred equity
investment within the next three business days. The tender offer by
Brookfield is scheduled to expire at 12:00 midnight, New York City
time, at the end of August 13, 2015, unless extended in accordance
with the terms of the merger agreement and the applicable rules and
regulations of the Securities and Exchange Commission.
About GrafTech
GrafTech International is a global company that has been
redefining limits for more than 125 years. We offer innovative
graphite material solutions for our customers in a wide range of
industries and end markets, including steel manufacturing, advanced
energy applications and latest generation electronics. GrafTech
operates 18 principal manufacturing facilities on four continents
and sells products in over 70 countries. Headquartered in
Independence, Ohio, GrafTech employs approximately 2,400 people.
For more information, call 216-676-2000 or visit
www.GrafTech.com.
Additional Information
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
is for informational purposes only. The tender offer is not being
made to, nor will tenders be accepted from, or on behalf of,
holders of shares in any jurisdiction in which the making of the
tender offer or the acceptance thereof would not comply with the
laws of that jurisdiction. The tender offer is being made pursuant
to a tender offer statement on Schedule TO (including the Offer to
Purchase, a related Letter of Transmittal and other offer
materials) filed by BCP IV Graftech Holdings LP (“Purchaser”) and
Athena Acquisition Subsidiary Inc. (“Acquisition Sub”) with the
U.S. Securities and Exchange Commission (“SEC”) on May 26, 2015, as
amended from time to time. In addition, on May 26, 2015, Purchaser,
Acquisition Sub and GrafTech, among others, filed a transaction
statement on Schedule 13E-3 with the SEC related to the tender
offer and GrafTech filed a Solicitation/Recommendation statement on
Schedule 14D-9 with the SEC related to the tender offer.
Stockholders of GrafTech are urged to read these documents, all
amendments thereto and other documents filed with the SEC carefully
in their entirety because they contain important information about
the tender offer. The tender offer statement and certain other
offer documents, along with the Solicitation/Recommendation
statement, will be made available to all stockholders of GrafTech
at no expense to them. These documents are available at no charge
through the web site maintained by the SEC at http://www.sec.gov.
The Offer to Purchase, related Letter of Transmittal, the
Solicitation/Recommendation statement and other offering documents
may also be obtained for free by contacting the Information Agent
for the tender offer, Georgeson, toll-free at 866-856-2826.
NOTE ON FORWARD-LOOKING STATEMENTS: This news release and
related discussions may contain forward-looking statements about
such matters as: the proposed issuance of convertible preferred
stock, the conditions to consummation of such issuance, the terms
of such issuance and stock, the use of proceeds and related
matters; a tender offer and possible merger, the conditions to
consummation thereof, the terms thereof and related matters; the
effects of such issuance, tender offer and merger under equity
award and benefit plans and agreements or our credit agreement,
senior notes or senior subordinated notes; our outlook for 2015 or
beyond; future or targeted operational and financial performance;
growth prospects and rates; the markets we serve and our position
in those markets; future or targeted profitability, cash flow,
liquidity, sales, costs and expenses, tax rates, working capital,
production rates, inventory levels, debt levels, capital
expenditures, EBITDA, cost savings and business opportunities and
positioning; strategic plans; stock repurchase or issuance plans;
inventory and supply chain management; rationalization and related
activities; the impact of rationalization, product line change,
cost and liquidity initiatives; expected or targeted changes in
production capacity or levels, operating rates or efficiency in our
operations or our competitors' or customers' operations; future
prices and demand for our products; product quality;
diversification, new products, and product improvements and their
impact on our business; the integration or impact of acquired
businesses; divestitures, asset sales, investments and acquisitions
that we may make in the future; possible debt or equity financing
or refinancing (including factoring and supply chain financing)
activities; our customers' operations, order patterns and demand
for their products; the impact of customer bankruptcies; regional
and global economic and industry market conditions, including our
expectations concerning their impact on us and our customers and
suppliers; conditions and changes in the global financial and
credit markets; legal proceedings and antitrust investigations; our
liquidity and capital resources, including our obligations under
our senior subordinated notes that mature in November 2015; a
pending proxy contest, the impacts thereof and other possible
changes in Board composition; possible changes in control of the
Company and the impacts thereof; tax rates and the effects of
jurisdictional mix; the impact of accounting changes; and currency
exchange and interest rates and changes therein.
We have no duty to update these statements. Our expectations and
targets are not predictions of actual performance and historically
our performance has deviated, often significantly, from our
expectations and targets. Actual future events, circumstances,
performance and trends could differ materially, positively or
negatively, due to various factors, including: failure to satisfy
closing conditions in the definitive agreements relating to the
preferred stock issuance or the tender offer and merger including
due to material adverse changes effecting the Company or its
prospects; litigation in relation to such transactions; failure to
achieve production rate, inventory level, product development,
capital expenditure level, cost savings, EBITDA or other targets or
estimates; actual outcome of uncertainties associated with
assumptions and estimates used when applying critical accounting
policies and preparing financial statements; failure to
successfully develop and commercialize new or improved products;
adverse changes in cost, inventory or supply chain management;
limitations or delays on capital expenditures; business
interruptions, including those caused by weather, natural disaster,
or other causes; delays or changes in, or non-consummation of,
proposed asset sales, divestitures, investments or acquisitions;
failure to successfully integrate or achieve expected savings,
synergies, performance or returns expected from any completed asset
sales, divestitures, investments or acquisitions; inability to
protect our intellectual property rights or infringement of
intellectual property rights of others; changes in market prices of
our securities; changes in our ability to obtain new or refinance
existing financing on acceptable terms; adverse changes in labor
relations; adverse developments in legal proceedings or
investigations; non-realization of anticipated benefits from, or
variances in the cost or timing of, organizational changes,
rationalizations and restructurings; loss of market share or sales
due to rationalization, product line changes, or pricing
activities; negative developments relating to health, safety or
environmental compliance, remediation or liabilities; downturns,
production reductions or suspensions, or other changes in steel,
electronics and other markets we or our customers serve; customer
or supplier bankruptcy or insolvency events; political unrest which
adversely impacts us or our customers' businesses; declines in
demand; intensified competition and price or margin decreases;
graphite electrode and needle coke manufacturing capacity
increases; fluctuating market prices for our products, including
adverse differences between actual graphite electrode prices and
spot or announced prices; consolidation of steel producers;
mismatches between manufacturing capacity and demand; significant
changes in our provision for income taxes and effective income tax
rate; changes in the availability or cost of key inputs, including
petroleum, petroleum-based coke or energy; changes in interest or
currency exchange rates; inflation or deflation; changes in Board
composition or control of the Company or changes in capital
structure or share ownership; failure to satisfy conditions to
government grants; continuing uncertainty over fiscal or monetary
policies or conditions in the U.S., Europe, China or elsewhere;
changes in fiscal and monetary policy; a protracted regional or
global financial or economic crisis; and other risks and
uncertainties, including those detailed in our SEC filings, as well
as future decisions by us. This news release does not constitute an
offer or solicitation as to any securities. References to street or
analyst earnings estimates mean those published by First Call.
GTI-G
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150811005838/en/
GrafTech International Ltd.Kelly Taylor, 216-676-2000Director,
Investor Relations
Grafico Azioni Graftech (NYSE:GTI)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Graftech (NYSE:GTI)
Storico
Da Giu 2023 a Giu 2024