CLEVELAND, July 6, 2015 /PRNewswire/ -- OM Group, Inc.
(NYSE: OMG) today announced the expiration of the 35-day "go shop"
period pursuant to the terms of the previously announced merger
agreement dated May 31, 2015 among
the Company and funds managed by affiliates of Apollo Global
Management, LLC (NYSE: APO) and a wholly-owned subsidiary of
Platform Specialty Products (NYSE: PAH).
During the "go shop" period, the Company engaged in an active
and extensive solicitation of 49 potentially interested parties
(including 21 potential strategic buyers and 28 potential financial
buyers), which resulted in five parties engaging in informal
discussions with the Company or its advisors, and three parties
negotiating and entering into confidentiality agreements with the
Company and being provided information.
Prior to the expiration of the "go-shop" period, the Company's
Board of Directors received a written "company takeover
proposal." After consulting with its financial advisors
and legal counsel, the Company's Board of Directors determined that
the party submitting the proposal is an "excluded party" under the
Merger Agreement with which the Company may continue to negotiate
following the end of the "go-shop" period. There can be no
assurance that the proposal or any other alternative proposal will
ultimately lead to a superior proposal, as negotiations with the
excluded party could terminate at any time.
The Company's Board of Directors continues to recommend that the
Company's shareholders adopt the Merger Agreement.
About OM Group
OM Group is a
technology-driven diversified industrial company serving attractive
global markets, including automotive systems, electronic devices,
aerospace and defense, industrial and medical. Its business
platforms use innovation and technology to address customers'
complex applications and demanding requirements. For more
information, visit the Company's website at www.omgi.com.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995
This communication contains "forward-looking" statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995,
known as the PSLRA. These statements, as they relate to OM
Group, its management or the proposed transactions among OM
Group, the Apollo Funds and Platform, involve risks and
uncertainties that may cause results to differ materially from
those set forth in the statements. These statements are based on
current plans, estimates and projections, and therefore, you are
cautioned not to place undue reliance on them. No forward-looking
statement can be guaranteed, and actual results may differ
materially from those projected. OM Group undertakes no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except to the extent required by law. Forward-looking statements
are not historical facts, but rather are based on current
expectations, estimates, assumptions and projections about the
business and future financial results, and other legal, regulatory
and economic developments. We use words such as "anticipates,"
"believes," "plans," "expects," "projects," "future," "intends,"
"may," "will," "should," "could," "estimates," "predicts,"
"potential," "continue," "guidance," and similar expressions to
identify these forward-looking statements that are intended to be
covered by the safe harbor provisions of the PSLRA. Actual results
could differ materially from the results contemplated by these
forward-looking statements due to a number of factors, including:
volatility in raw material and energy prices; the failure
of OM Group's suppliers to timely deliver products in
accordance with contract specifications; increased competitive
activity including actions by larger competitors or lower-cost
producers; the failure to achieve expected sales levels; changes
in OM Group's customer relationships, including loss of
particular business for competitive or other reasons; the impact of
labor problems, including labor disruptions at OM
Group or at one or more of its large customers or suppliers;
changes in OM Group's relationship with joint-venture
partners; restrictions imposed by outstanding indebtedness and
indebtedness incurred in connection with the proposed transaction
and future indebtedness; changes to tariffs or the imposition of
new tariffs or trade restrictions; worldwide and regional economic,
business, and political conditions; changes in customer demand and
requirements; business cycles and other industry conditions; the
timing of new services or facilities; ability to compete with
others in the industry in which OM Group operates;
effects of compliance with laws; matters relating to operating
facilities; effect and costs of claims (known or unknown) relating
to litigation and environmental remediation; volatility in the
capital and financial markets or changes to the credit markets
and/or access to those markets; changes in interest or foreign
exchange rates; an adverse change in OM Group's, the Apollo
Funds' or Platform's credit ratings, which could increase borrowing
costs and/or hamper access to the credit markets; the risks
associated with doing business outside of the United States; the failure to develop
technologies, processes or products needed to support consumer
demand; technology advancements; the inability to recover the costs
to develop and test new products or processes; ability to attract
and retain key personnel; escalation in the cost of providing
employee health care; disruption from the proposed transaction
making it more difficult to maintain relationships with customers,
employees or suppliers; the failure to obtain approval of the
merger by the shareholders of OM Group and the failure to
satisfy various other conditions to the closing of the merger
contemplated by the merger agreement; changes in the economic
climate in the markets in which OM Group operates;
unanticipated increases in materials and/or labor, and delays in
project completion and/or lease-up that result in increased costs
and/or reduce the profitability of a completed project; results of
litigation involving OM Group; the cost, disruption and
diversion of management's attention associated with campaigns
commenced by activist investors seeking to influence OM
Group to take particular actions favored by the activist or
gain representation on OM Group's Board of Directors;
information security breaches and other disruptions that could
compromise our information and expose us to business interruption,
increased costs, liability and reputational damage; consolidation
among competitors or customers; inaccurate assumptions used in
developing OM Group's strategic plan or operating plans
or the inability or failure to successfully implement such plans;
failure to successfully integrate acquisitions into operations or
their related financings may impact liquidity and capital
resources; inability to adequately protect OM
Group's intellectual property rights; other factors that are
set forth in management's discussion and analysis of OM
Group's most recently filed reports with the SEC; and
uncertainties associated with the proposed acquisition of OM
Group by the Apollo Funds and Platform, including
uncertainties relating to the anticipated timing of filings and
approvals relating to the transaction, the expected timing of
completion of the transaction and the ability to complete the
transaction. This list of factors is illustrative, but by no means
exhaustive. All forward-looking statements should be evaluated with
the understanding of their inherent uncertainty. This document
speaks only as of its date, and OM Group disclaims any
duty to update the information herein.
Additional Information and Where to Find ItIn connection with
the proposed transaction, OM Group has filed a preliminary proxy
statement on Schedule 14A with the SEC on June 26, 2015. OM GROUP SHAREHOLDERS ARE
ENCOURAGED TO READ THE PRELIMINARY PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy
statement will be mailed to shareholders of OM Group.
Investors and security holders will be able to obtain the documents
free of charge at the SEC's website, www.sec.gov, or
from OM Group at its website, www.omgi.com, or by
contacting Rob Pierce, Vice President of Finance, at (216)
263-7489.
Participants in Solicitation
OM Group and its directors and executive officers and other members
of management and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed merger.
Information concerning the proposed directors and executive
officers of the combined company, OM Group's directors and
executive officers and other participants in the proxy
solicitation, including a description of their interests, is
included in the proxy statement contained in the above-referenced
preliminary proxy statement on Schedule 14A filed with the SEC on
June 26, 2015 and in OM Group's Form
10-K for the year ended December 31,
2014.
Media Contacts
For OM Group,
Inc.
Kimberly Kriger / Daniel Yunger
Kekst and Company
(212) 521-4800
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SOURCE OM Group, Inc.