CLEVELAND, July 30, 2015 /PRNewswire/ -- OM Group, Inc.
(NYSE: OMG) today announced that both proxy advisory firms
Institutional Shareholder Services (ISS) and Glass Lewis & Co.,
LLC have recommended that their clients vote FOR adoption of the
merger agreement dated May 31, 2015
("Merger Agreement") 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)
at the Special Meeting of Stockholders on August 10, 2015.
The Merger Agreement provides OM Group stockholders with a cash
price of $34.00 per share,
representing an approximately 28% premium above OM Group's closing
share price on May 29, 2015, the last
trading day prior to the announcement of the merger.
"We are pleased that both ISS and Glass Lewis have recommended
that our stockholders vote FOR the acquisition of the Company by
Apollo. We look forward to our stockholders' support for the
transaction at our Special Meeting of Stockholders on August 10," said Joe
Scaminace, Chairman and Chief Executive Officer of OM
Group.
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, including a possible adverse impact on our stock
price, future business and financial results. 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 It
In connection with the proposed transaction, OM Group has filed a
definitive proxy statement on Schedule 14A with the SEC on
July 10, 2015. OM GROUP SHAREHOLDERS
ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. The definitive proxy
statement has been 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
definitive proxy statement on Schedule 14A filed with the SEC on
July 10, 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.