Horizon Global Corporation (NYSE: HZN) (“Horizon Global”), one
of the world’s leading manufacturers of branded towing and
trailering equipment, today announced it has entered into a
definitive merger agreement with First Brands Group, LLC (“First
Brands”), a global automotive parts manufacturer that serves the
worldwide automotive aftermarket, pursuant to which First Brands
will acquire Horizon Global (the “Transaction”). The terms of the
Transaction include an all-cash tender offer, which upon successful
closing will entitle each stockholder of Horizon Global’s common
stock to receive cash consideration of $1.75 per share.
Highlights of the Transaction:
- The Transaction will result in a collection of market leading
brands within the automotive industry, serving both OEM and the
aftermarket channels under one group. Horizon Global’s portfolio of
pioneering towing and trailering brands and innovative products are
complementary to First Brand’s well recognized portfolio of braking
solutions, filters, wiper blades, gas springs, spark plugs and fuel
and water pumps, offering best-in-class technology, engineering,
manufacturing and customer service.
- The combined group will have improved access to capital to
ensure the continued growth and product development that has been a
long-term strategic priority for Horizon Global, enabling the group
to focus on serving its broad customer base without
interruption.
- Despite the difficult market backdrop, the Transaction
represents a 31% premium to the trading price prior to the
strategic alternative announcement in August 2022, and a 237%
premium over the 30 day volume weighted trading price in Horizon
Global’s common stock.
“The Transaction represents the culmination of a thorough review
of strategic alternatives announced in August and represents what
we believe is the best outcome for our customers, suppliers,
shareholders and employees,” stated Horizon Global’s interim CEO
and Board Chair John C. Kennedy. “After consideration of a number
of different alternatives, the Board believes this Transaction is
the best path forward for shareholders to address Horizon Global’s
capital needs while supporting the long-term growth and
sustainability of Horizon Global’s business. Our management team
and employees of Horizon Global are committed to delivering
innovative, high-quality towing and trailering products, and this
Transaction provides the resources needed to deliver on that
commitment.”
“We are pleased to welcome Horizon Global to the First Brands
family, we are excited to build on Horizon Global’s established
products, brands and customers and we look forward to realizing
benefits for both Horizon Global and First Brands as we move
forward,” stated Guy Andrysick, Executive Vice President, First
Brands.
The closing of the Transaction is subject to certain conditions,
including the tender of shares representing at least a majority of
the total number of Horizon Global’s outstanding shares of common
stock, the tender of Series B preferred stock at a cash
consideration equal to the applicable redemption price and other
customary conditions. Other than filings with the SEC, no
regulatory filings or approvals are anticipated in connection with
the Transaction. Horizon Global expects the Transaction to be
completed in the first quarter of 2023.
Jefferies LLC acted as financial advisor and Lincoln
International LLC provided a Fairness Opinion to Horizon Global,
and Jones Day acted as legal counsel to Horizon Global. Paul
Hastings LLP acted as legal counsel to First Brands.
Important Information About the Tender Offer
The tender offer for the outstanding shares of common stock and
Series B preferred stock of Horizon Global referenced in this
document has not yet commenced. This document is for informational
purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares, nor is it a substitute for
the tender offer materials that First Brands and its subsidiary
will file with the SEC. At the time the tender offer is commenced,
First Brands and its subsidiary will file tender offer materials on
Schedule TO, and, thereafter, Horizon Global will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL
CONTAIN IMPORTANT INFORMATION. HORIZON GLOBAL’S STOCKHOLDERS ARE
URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE
(AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF
HORIZON GLOBAL’S COMMON STOCK AND SERIES B PREFERRED STOCK SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES.
The Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to
all of Horizon Global’s stockholders at no expense to them. The
tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC’s website at
www.sec.gov. Additional copies of the tender offer materials may be
obtained for free by contacting First Brands at First Brands Group,
LLC, 127 Public Square, Suite 5300, Cleveland, Ohio 44114 or (216)
906-2744 or by contacting Horizon Global at Horizon Global
Corporation 47912 Halyard Drive, Suite 100, Plymouth, Michigan
48170 or (734) 656-3000. In addition to the Offer to Purchase, the
related Letter of Transmittal and certain other tender offer
documents, as well as the Solicitation/Recommendation Statement,
Horizon Global files annual, quarterly and current reports and
other information with the SEC.
About Horizon Global
Headquartered in Plymouth, MI, Horizon Global is a leading
designer, manufacturer and distributor of a wide variety of
high-quality, custom-engineered towing, trailering, cargo
management and other related accessory products in North America,
Europe and Africa. Horizon Global serves automotive original
equipment manufacturers, retailers, dealer networks and the end
consumer as the category leader in the automotive, leisure and
agricultural market segments. Horizon Global provides its customers
with outstanding products and services that reflect Horizon
Global's commitment to market leadership, innovation and
operational excellence. Horizon Global’s mission is to utilize
forward-thinking technology to develop and deliver premium products
for our customers, engage with our employees and create value for
our shareholders.
Horizon Global maintains a collection of regionally recognized
brands in the towing and trailering industry, including: Draw-Tite,
Reese, Westfalia, BULLDOG, Fulton and Tekonsha. Horizon Global has
approximately 3,500 employees.
For more information, please visit www.horizonglobal.com.
About First Brands
First Brands™ is a global automotive parts company that
develops, markets and sells premium products through a portfolio of
market-leading brands including: Raybestos® complete brake
solutions, Centric® Parts replacement brake components, FRAM®
filtration products, Luber-finer® filtration products, TRICO® wiper
blades, ANCO® wiper blades, Carter® fuel and water pumps, Autolite®
spark plugs, StrongArm® lift supports, and StopTech® performance
brakes. The First Brands™ portfolio of world-class brands offers
best-in-class technology, industry-leading engineering and
manufacturing capabilities and superior customer service.
For additional information, please visit
https://firstbrandsgroup.com/.
Forward Looking
Statements
This release may contain “forward-looking statements” as defined
in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements speak only as of the date they are made
and give our current expectations or forecasts of future events.
These forward-looking statements can be identified by the use of
forward-looking words, such as “may,” “could,” “should,”
“estimate,” “project,” “forecast,” “intend,” “expect,”
“anticipate,” “believe,” “target,” “plan” or other comparable
words, or by discussions of strategy that may involve risks and
uncertainties.
These forward-looking statements are subject to numerous
assumptions, risks and uncertainties which could materially affect
our business, financial condition or future results including, but
not limited to, risks and uncertainties with respect to: the
ability of First Brands and Horizon Global to complete the
transactions contemplated by the merger agreement, including the
parties’ ability to satisfy the conditions to the consummation of
the offer contemplated thereby and the other conditions set forth
in the merger agreement; statements about the expected timetable
for completing the transaction; First Brand’s and Horizon Global’s
beliefs and expectations and statements about the benefits sought
to be achieved in the proposed acquisition of Horizon Global, the
potential effects of the acquisition on both First Brands and
Horizon Global; the possibility of any termination of the merger
agreement; the impact of the COVID-19 pandemic on Horizon Global’s
business, results of operations, financial condition and liquidity,
including, without limitation, supply chain and logistics issues
and inflationary pressures; interest rate volatility; liabilities
and restrictions imposed by Horizon Global’s debt instruments,
including Horizon Global’s ability to comply with the applicable
financial covenants related thereto or obtain any necessary
amendments or waivers with respect to such financial covenants;
market demand; competitive factors; supply constraints and shipping
disruptions; material, logistics and energy costs, including the
increased material costs resulting from the COVID-19 pandemic;
inflation and deflation rates; the impact the conflict between
Russia and Ukraine has on our business, financial condition or
future results, including the duration and scope of such conflict,
its impact on disruptions and inefficiencies in our supply chain
and our ability to procure certain raw materials, as well as on our
energy supply in Europe; technology factors; litigation; government
and regulatory actions including the impact of any tariffs, quotas,
or surcharges; Horizon Global’s accounting policies; future trends;
general economic and currency conditions, including recessionary
conditions and volatile interest rates; various conditions specific
to Horizon Global’s business and industry; the success of Horizon
Global’s action plan, including the actual amount of savings and
timing thereof; the success of Horizon Global’s business
improvement initiatives in Europe-Africa, including the amount of
savings and timing thereof; Horizon Global’s exposure to product
liability claims from customers and end users, and the costs
associated therewith; factors affecting Horizon Global’s business
that are outside of its control, including natural disasters and
severe weather conditions (including those caused by climate
change), global health pandemics, accidents and governmental
actions; our ability to regain and remain in compliance with the
New York Stock Exchange’s continued listing requirements; Horizon
Global’s ability to continue as a going concern; and other risks
that are discussed in Part I, Item 1A, “Risk Factors” in Horizon
Global’s Annual Report on Form 10-K for the twelve months ended
December 31, 2021 and Part II, Item 1A, “Risk Factors” in Horizon
Global’s subsequent Quarterly Reports on Form 10-Q. The risks
described in Horizon Global’s Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q are not the only risks facing
Horizon Global. Additional risks and uncertainties not currently
known to us or that we currently deemed to be immaterial also may
materially adversely affect our business, financial position and
results of operations or cash flows.
The cautionary statements set forth above should be considered
in connection with any subsequent written or oral forward-looking
statements that we or persons acting on our behalf may issue. We
caution readers not to place undue reliance on forward-looking
statements, which speak only as of the date of this release. New
risks and uncertainties arise from time to time, and it is
impossible for us to predict these events or how they may affect
Horizon Global. We do not undertake any obligation to review or
confirm analysts’ expectations or estimates or to release publicly
any revisions to any forward-looking statement to reflect events or
circumstances after the date of this release or to reflect the
occurrence of unanticipated events, except as otherwise required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230103005205/en/
Matthew Meyer Horizon Global Corporation Chief Accounting
Officer (734) 656-3000 mmeyer@horizonglobal.com
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