Quanex Building Products Closes on Acquisition of Tyman
01 Agosto 2024 - 1:02PM
Quanex Building Products Corporation (NYSE: NX) (“Quanex” or the
“Company”) today announced that it has closed on its acquisition of
Tyman plc (“Tyman”), creating a comprehensive solutions provider in
the building products industry.
“We are excited to welcome the Tyman team. This
transaction accelerates our growth and value creation by delivering
best-in-class building products solutions to OEMs in the building
products industry,” said George Wilson, Chairman, President and
Chief Executive Officer of Quanex. “The acquisition of Tyman
directly aligns with our ‘BIGGER’ strategy and, as a combined
company, our scale and reach will enable us to build on our leading
positions across an enhanced offering of differentiated engineered
components. Our teams are focused on executing a smooth integration
as we work to realize the operational and financial benefits of the
transaction for the benefit of our employees, customers and
stockholders.”
The transaction creates a larger, more
diversified supplier of components to OEMs; strengthens brand
leadership by adding Tyman’s highly recognizable brands with wide
customer bases; and enhances the combined company’s financial
profile by accelerating growth and increasing profitability through
greater scale and stronger cash flow. The Company intends to
complete approximately 50% of the integration within the first 12
months and expects the acquisition to be meaningfully accretive to
earnings within the first full year after closing.
In connection with the
acquisition, Quanex will grant a Board Observer
right to Teleios Global Opportunities Master Fund
(“Teleios”), formerly the largest shareholder of
Tyman. Teleios committed to the all-share alternative in
support of the transaction and the Quanex leadership team. Quanex
is entitled to terminate the agreement with Teleios after the
Company’s annual meeting of shareholders in
2026.
In connection with the completion of the
transaction, trading in Tyman’s common stock on the London Stock
Exchange was suspended at 7:30 a.m. today (London time) and will be
cancelled with effect at 7:30 a.m. tomorrow (London time).
Advisors
UBS Investment Bank served as sole financial
advisor to Quanex. Foley & Lardner LLP and Travers Smith LLP
served as legal advisors to Quanex.
About Quanex
Quanex is a global manufacturer with core
capabilities and broad applications across various end markets. The
Company currently collaborates and partners with leading OEMs to
provide innovative solutions in the window, door, vinyl fencing,
solar, refrigeration and cabinetry markets. Looking ahead,
Quanex plans to leverage its material science expertise and process
engineering to expand into adjacent markets.
Forward Looking Statements
This press release contains certain
“forward-looking statements”. These statements are based on the
current expectations of the management of Quanex and are naturally
subject to uncertainty and changes in circumstances. The
forward-looking statements include statements relating to the
expected effects of the acquisition. Forward-looking statements
include statements typically containing words such as “will”,
“may”, “should”, “believe”, “intends”, “expects”, “anticipates”,
“targets”, “estimates” and words of similar import and including
statements relating to future capital expenditures, expenses,
revenues, economic performance, financial conditions, dividend
policy, losses and future prospects and business and management
strategies and the expansion and growth of the operations of Quanex
following completion of the acquisition. Although Quanex believes
that the expectations reflected in such forward-looking statements
are reasonable, Quanex can give no assurance that such expectations
will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied
by such forward-looking statements. These factors include: general
business and economic conditions globally, industry trends,
competition, changes in government and other regulation, changes in
political and economic stability, disruptions in business
operations due to reorganization activities, interest rate and
currency fluctuations, the inability of the combined company to
realize successfully any anticipated synergy benefits, and the
inability to integrate successfully Quanex’s and Tyman’s
operations. Additional information concerning these and other risk
factors is contained in the Risk Factors sections of the Proxy
Statement and Quanex’s most recent reports on Form 10-K and
Form 10-Q, the contents of which are not incorporated by
reference into, nor do they form part of, this press release.
These forward-looking statements are based on
numerous assumptions regarding the present and future business
strategies of such persons and the environment in which each will
operate in the future. By their nature, these forward-looking
statements involve known and unknown risks, as well as
uncertainties because they relate to events and depend on
circumstances that will occur in the future. The factors described
in the context of such forward-looking statements may cause the
actual results, performance or achievements of any such person, or
industry results and developments, to be materially different from
any results, performance or achievements expressed or implied by
such forward-looking statements. No assurance can be given that
such expectations will prove to have been correct and persons
reading this press release are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only
as at the date of this press release. All subsequent oral or
written forward-looking statements attributable to Quanex, Tyman or
any persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Neither of Quanex or
Tyman undertakes any obligation to update publicly or revise
forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent required by
applicable law, regulation or stock exchange rules.
No Offer or Solicitation
The information contained in this press
release is not intended to and does not constitute an offer to
sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities in any
jurisdiction pursuant to the acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. In particular,
this press release is not an offer of securities for sale into the
United States or in any other jurisdiction. No offer of securities
shall be made in the United States absent registration under the
U.S. Securities Act of 1933, as amended (the “Securities Act”), or
pursuant to an exemption from, or in a transaction not subject to,
such registration requirements. Any securities issued in the
acquisition are anticipated to be issued in reliance upon available
exemptions from such registration requirements pursuant to
Section 3(a)(10) of the Securities Act.
Quanex Contacts:
Investor Contact
Scott ZuehlkeSVP, Chief Financial Officer &
Treasurer713-877-5327scott.zuehlke@quanex.com
Media Contact
Arielle Rothstein / Andrew Siegel / Lyle WestonJoele Frank,
Wilkinson Brimmer Katcher212-355-4449
Grafico Azioni Quanex (NYSE:NX)
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Grafico Azioni Quanex (NYSE:NX)
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Da Gen 2024 a Gen 2025