CLEVELAND, Aug. 4, 2015 /PRNewswire/ -- OM Group, Inc.
(NYSE: OMG) announced today that the strategic acquiror (the
"Bidder") who previously submitted a "company takeover proposal"
during the 35-day "go-shop" period under the terms of the Company's
previously announced merger agreement (the "Merger Agreement") with
funds managed by affiliates of Apollo Global Management, LLC (NYSE:
APO) and a wholly-owned subsidiary of Platform Specialty Products
(NYSE: PAH) has informed OM Group that it will not submit a
"company superior proposal" in accordance with the terms of the
Merger Agreement.
Accordingly, the Board of Directors has reaffirmed its
recommendation that the Company's stockholders vote in favor of the
adoption of the Merger Agreement at the Special Meeting scheduled
for August 10, 2015. At
$34.00 per share in cash, the
purchase price represents a premium of approximately 28% over OM
Group's closing share price on May
29, 2015. In reaffirming its recommendation that
OM Group's stockholders vote in favor of the adoption of the Merger
Agreement, the Board of Directors confirmed that it is not
changing, amending, qualifying, withholding, withdrawing or
modifying its recommendation with respect to the Merger Agreement
in any way, or proposing to do so.
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, Apollo
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,
Apollo's 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 Apollo 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 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 STOCKHOLDERS
ARE ENCOURAGED TO READ THE DEFINITIVE 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 stockholders of OM Group.
Investors and security holders may 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 OM Group's participants is set forth in the
proxy statement, filed April 22,
2015, for OM Group's 2015 annual meeting of stockholders as
filed with the SEC on Schedule 14A. 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 Definitive Proxy Statement on
Schedule 14A filed with the SEC on July 10,
2015 and in OM Group's Form 10-K, as amended, 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.