CLEVELAND and MINNEAPOLIS, May 11,
2016 /PRNewswire/ -- The Sherwin-Williams Company (NYSE:
SHW) and The Valspar Corporation (NYSE: VAL) today announced that,
as expected, the companies have each received a request for
additional information and documentary material (a "Second
Request") from the United States Federal Trade Commission ("FTC")
in connection with Sherwin-Williams' pending acquisition of
Valspar. The Second Request was issued under notification
requirements of the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"). This Second Request is a
common part of the regulatory process in connection with the FTC's
review.
The transaction, which was announced on March 20, 2016, is subject to approval of
Valspar's shareholders and satisfaction of other customary closing
conditions, including expiration or termination of the waiting
period under the HSR Act. The effect of the Second Request is
to extend the waiting period imposed by the HSR Act until 30 days
after Sherwin-Williams and Valspar have substantially complied with
the request, unless that period is extended voluntarily by the
parties or terminated sooner by the FTC. Sherwin-Williams and
Valspar are cooperating fully with the FTC staff and continue to
expect the transaction will close by the end of Q1 calendar year
2017. Given the complementary nature of the businesses and
the benefits this transaction will provide to customers,
Sherwin-Williams and Valspar continue to believe that no or minimal
divestitures should be required to complete the transaction.
About The Sherwin-Williams Company
Founded in 1866,
The Sherwin-Williams Company is a global leader in the manufacture,
development, distribution, and sale of coatings and related
products to professional, industrial, commercial, and retail
customers. The company manufactures products under well-known
brands such as Sherwin-Williams®, HGTV HOME® by Sherwin-Williams,
Dutch Boy®, Krylon®, Minwax®, Thompson's® Water Seal®, and many more. With
global headquarters in Cleveland,
Ohio, Sherwin-Williams® branded products are sold
exclusively through a chain of more than 4,100 company-operated
stores and facilities, while the company's other brands are sold
through leading mass merchandisers, home centers, independent paint
dealers, hardware stores, automotive retailers, and industrial
distributors. The Sherwin-Williams Global Finishes Group
distributes a wide range of products in more than 115 countries
around the world. For more information, visit www.sherwin.com.
About Valspar
Valspar is a global leader in the
coatings industry providing customers with innovative, high-quality
products and value-added services. Our 11,000 employees worldwide
deliver advanced coatings solutions with best-in-class appearance,
performance, protection and sustainability to customers in more
than 100 countries. Valspar offers a broad range of superior
coatings products for the consumer market, and highly-engineered
solutions for the construction, industrial, packaging and
transportation markets. Founded in 1806, Valspar is headquartered
in Minneapolis. Valspar's reported
net sales in fiscal 2015 were $4.4
billion and its shares are traded on the New York Stock
Exchange (symbol: VAL). For more information, visit
www.valspar.com and follow @valspar on Twitter.
Additional Information and Where to Find it
Valspar
has filed with the SEC a preliminary proxy statement in connection
with the contemplated transactions. The definitive proxy statement
will be sent or given to Valspar stockholders and will contain
important information about the contemplated transactions.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THE PROXY STATEMENT (INCLUDING THE DEFINITIVE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE) AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE. Investors
and security holders may obtain a free copy of the preliminary
proxy statement and the definitive proxy statement (when it is
available) and other documents filed with the SEC at the SEC's
website at www.sec.gov.
Certain Information Concerning Participants
Valspar
and Sherwin-Williams and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Valspar investors and security holders in connection
with the contemplated transactions. Information about Valspar's
directors and executive officers is set forth in its proxy
statement for its 2016 Annual Meeting of Stockholders and its most
recent annual report on Form 10-K.
Information about Sherwin-Williams' directors and executive
officers is set forth in its proxy statement for its 2016 Annual
Meeting of Stockholders and its most recent annual report on Form
10-K. These documents may be obtained for free at the SEC's website
at www.sec.gov. Additional information regarding the interests
of participants in the solicitation of proxies in connection with
the contemplated transactions is included in the preliminary proxy
statement and will be included in the proxy statement that Valspar
intends to file with the SEC.
Cautionary Statement Regarding Forward-Looking
Information
This communication contains forward-looking
information about Valspar, Sherwin-Williams and the proposed
transaction. Forward-looking statements are statements that are not
historical facts. These statements can be identified by the use of
forward-looking terminology such as "believe," "expect," "may,"
"will," "should," "project," "could," "plan," "goal," "potential,"
"pro forma," "seek," "intend" or "anticipate" or the negative
thereof or comparable terminology, and include discussions of
strategy, financial projections, guidance and estimates (including
their underlying assumptions), statements regarding plans,
objectives, expectations or consequences of announced transactions,
and statements about the future performance, operations, products
and services of Valspar and its subsidiaries. Valspar and
Sherwin-Williams caution readers not to place undue reliance on
these statements. These forward-looking statements are subject to a
variety of risks and uncertainties. Consequently, actual results
and experience may materially differ from those contained in any
forward-looking statements. Such risks and uncertainties include
the following: the failure to obtain Valspar stockholder approval
of the proposed transaction; the possibility that the closing
conditions to the contemplated transactions may not be satisfied or
waived, including that a governmental entity may prohibit, delay or
refuse to grant a necessary regulatory approval; delay in closing
the transaction or the possibility of non-consummation of the
transaction; the potential for regulatory authorities to require
divestitures in connection with the proposed transaction and the
possibility that Valspar stockholders consequently receive
$105 per share instead of
$113 per share; the occurrence of any
event that could give rise to termination of the merger agreement;
the risk that stockholder litigation in connection with the
contemplated transactions may affect the timing or occurrence of
the contemplated transactions or result in significant costs of
defense, indemnification and liability; risks inherent in the
achievement of cost synergies and the timing thereof; risks related
to the disruption of the transaction to Valspar and its management;
the effect of announcement of the transaction on Valspar's ability
to retain and hire key personnel and maintain relationships with
customers, suppliers and other third parties; fluctuations in the
availability and prices of raw materials; difficult global economic
and capital markets conditions; risks associated with revenues from
foreign markets; interruption, failure or compromise of Valspar's
information systems; and changes in the legal and regulatory
environment. These risks and others are described in greater detail
in Valspar's Annual Report on Form 10-K for the fiscal year ended
October 30, 2015, as well as in
Valspar's Quarterly Reports on Form 10-Q and other documents filed
by Valspar with the SEC after the date thereof. Valspar and
Sherwin-Williams make no commitment to revise or update any
forward-looking statements in order to reflect events or
circumstances occurring or existing after the date any
forward-looking statement is made.
CONTACTS
For The Sherwin-Williams Company
Investor Relations
Contact:
Bob Wells
Senior Vice President, Corporate Communications and Public
Affairs
Sherwin-Williams
(216) 566-2244
rjwells@sherwin.com
Media Contacts:
Mike Conway
Director, Corporate Communications
Sherwin-Williams
(216) 515-4393
mike.conway@sherwin.com
OR
Sard Verbinnen & Co
Jim Barron / Jared Levy / Patrick
Scanlan
(212) 687-8080
For Valspar
Investor Contact:
Bill Seymour
Vice President, Finance and Investor Relations
(612) 656-1328
william.seymour@valspar.com
Media Contacts:
Kimberly A. Welch
Vice President, Communications
(612) 656-1347
kim.welch@valspar.com
OR
Joele Frank, Wilkinson Brimmer
Katcher
Matthew Sherman / Tim Lynch / Joseph
Sala
(212) 355-4449
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SOURCE The Sherwin-Williams Company