CLEVELAND and MINNEAPOLIS, March 21,
2017 /PRNewswire/ -- The Sherwin-Williams Company (NYSE:
SHW) and The Valspar Corporation (NYSE: VAL) today announced that
they have extended the termination date of the definitive agreement
under which Sherwin-Williams will acquire Valspar for $113 per share in an all-cash transaction, from
March 21, 2017 to June 21, 2017.
Sherwin-Williams previously reported in its 2016 year-end
earnings release and 2016 Annual Report that it expected a
divestiture would be required to gain approval from the Federal
Trade Commission to complete the Valspar acquisition. As previously
disclosed, the expected divestiture represents annual revenues well
below the threshold of $650 million
of Valspar 2015 revenues, such that the Valspar transaction is
expected to be completed at a price of $113 per share. At that time,
Sherwin-Williams expected the divestiture and the Valspar
transaction to be closed by the end of April 2017.
Sherwin-Williams no longer believes the divestiture will be
completed, and the Valspar acquisition closed, by the end of April,
and expects to provide more definitive timing for the divestiture
and completion of the Valspar acquisition on its first quarter
earnings conference call on April 20,
2017. The extension of the merger agreement to June 21, 2017 is intended to provide sufficient
time to complete the Valspar acquisition.
John G. Morikis, Chairman,
President and Chief Executive Officer of Sherwin-Williams, said,
"We continue to move forward on the divestiture of a single
business that we believe will allow us to gain approval from the
FTC, and we are in discussions with a number of prospective
buyers. We remain confident in our ability to complete the
divestiture at a fair price, and we look forward to unlocking the
value of the combined business when the Valspar acquisition
closes."
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 shares
are traded on the New York Stock Exchange (symbol: VAL). For more
information, visit www.valspar.com and follow @valspar on
Twitter.
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
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; delay in
completing any divestitures required to receive regulatory
approval; 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. 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 The Valspar Corporation:
Investor and Media Contact:
Bill Seymour
Vice President, Investor Relations, Communications and Finance
(612) 656-1328
william.seymour@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