COVINGTON, KY, April 25, 2017 - Ashland Global
Holdings Inc. (NYSE: ASH) announced today that its board of
directors has approved the distribution of all of its remaining
interest in Valvoline Inc. ("Valvoline") (NYSE: VVV) to Ashland
stockholders and has determined the approximate distribution ratio,
record date and distribution date for the final separation.
Subject to the conditions described below, the
Ashland board of directors has authorized the distribution to
Ashland stockholders of an aggregate of 170,000,000 shares of
Valvoline common stock on May 12, 2017, the distribution date, as a
pro rata dividend on shares of Ashland common stock outstanding at
the close of business on the record date of May 5, 2017. Based on
the number of shares of Ashland common stock outstanding as of
March 31, 2017, Ashland estimates that each share of Ashland common
stock will receive approximately 2.73 shares of Valvoline common
stock in the distribution. The actual distribution ratio for the
Valvoline common stock to be distributed per share of Ashland
common stock will be determined based on the number of shares of
Ashland common stock outstanding on the record date.
The Distribution is subject to certain customary
conditions, including receipt of a customary tax opinion and
confirmation of sufficient capital adequacy and surplus to make the
distribution. Ashland expects all of these conditions to be
satisfied on the distribution date.
"Today's announcement represents the final step in
our journey to create two great companies that are positioned for
success, with the flexibility, strategic focus and financial
resources to generate revenue and earnings growth," said William A.
Wulfsohn, Ashland chairman and chief executive officer. "Valvoline
is well on its way toward building the world's leading engine and
automotive maintenance business, while Ashland is squarely focused
on positioning itself for profitable growth as a pure-play
specialty chemicals company. This is an exciting time for both
companies and all of our employees who have worked so hard to
prepare for this final separation."
Fractional shares of Valvoline common stock will
not be distributed to Ashland stockholders. Instead, the fractional
shares of Valvoline common stock will be aggregated and sold in the
open market, with the net proceeds distributed pro rata in the form
of cash payments to Ashland stockholders who would otherwise
receive Valvoline fractional shares. The spin-off has been
structured to qualify as a tax-free distribution to Ashland
stockholders for U.S. federal income tax purposes. Cash received in
lieu of fractional shares will, however, be taxable. Ashland
stockholders should consult their tax advisors with respect to U.S.
federal, state, local and foreign tax consequences of the
distribution.
Beginning on May 3, 2017, and continuing through
the close of trading on the New York Stock Exchange (the "NYSE") on
May 12, 2017, the distribution date, the following markets will
exist in Ashland and Valvoline common stock (each of which will be
traded on the NYSE):
- Ashland common stock "regular way" market (NYSE:
ASH): Shares of Ashland common stock that trade in the regular way
market will trade with "due bills," which are entitlements to
shares of Valvoline common stock to be distributed pursuant to the
distribution. Any holders of shares of Ashland common stock who
sell Ashland shares the "regular way" between the record date and
the distribution date will also be selling their right to receive
Valvoline shares.
- Ashland common stock "ex-distribution/when
issued" market (NYSE: ASH WI): Shares of Ashland common stock that
trade in the ex-distribution/when-issued market will trade without
an entitlement to shares of Valvoline common stock to be
distributed pursuant to the distribution. If you own shares of
Ashland common stock on the record date and sell those shares of
Ashland common stock in the ex-distribution/when-issued market
prior to or on the distribution date, you will still receive the
shares of Valvoline common stock that were to be distributed to you
in respect of those shares of Ashland common stock.
- Valvoline common stock "regular way" market
(NYSE: VVV): The regular way market is the same market for
Valvoline common stock that has been in existence since Valvoline
completed its initial public offering of its common stock in
September 2016.
- Valvoline common stock "when-issued" market
(NYSE: VVV WI): The when-issued market for Valvoline common stock
relates to the shares of Valvoline common stock that will be
distributed to Ashland stockholders on the distribution date.
Therefore, if you are entitled to receive shares of Valvoline
common stock in the distribution, you may trade your entitlement to
the shares of Valvoline common stock, without the shares of Ashland
common stock you own, in the Valvoline common stock when-issued
market.
All trades in the "regular way" markets will
settle on the third trading day after the trade date. The due bills
will settle on the third trading day after the distribution date.
All trades in the "ex-distribution/when-issued" market and
"when-issued" market will settle on the fourth trading day after
the distribution date, irrespective of the trade date.
Valvoline common stock currently trades on the
NYSE under the symbol "VVV."
The distribution of shares of Valvoline common
stock will be made in book entry form, and no physical share
certificates of Valvoline will be issued. An information statement
describing the distribution will be mailed to Ashland stockholders
following the record date. Ashland stockholders will not be
required to pay cash or other consideration for the shares of
Valvoline common stock to be distributed to them or to surrender or
exchange their shares of Ashland common stock to receive the
distribution.
BofA Merrill Lynch is acting as financial advisor
to Ashland in connection with the spin-off of Valvoline.
About Ashland
Ashland Global Holdings Inc. (NYSE: ASH) is a premier global
specialty chemicals company serving customers in a wide range of
consumer and industrial markets, including adhesives, architectural
coatings, automotive, construction, energy, food and beverage,
personal care and pharmaceutical. At Ashland, we are 6,000
passionate, tenacious solvers - from renowned scientists and
research chemists to talented engineers and plant operators - who
thrive on developing practical, innovative and elegant solutions to
complex problems for customers in more than 100 countries. Ashland
also maintains a controlling interest in Valvoline Inc. (NYSE:
VVV), a premium consumer-branded lubricant supplier.
Visit ashland.com to learn more.
C-ASH
Forward-Looking
Statements
This news release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. Ashland has identified
some of these forward-looking statements with words such as
"anticipates," "believes," "expects," "estimates," "is likely,"
"predicts," "projects," "forecasts," "objectives," "may," "will,"
"should," "plans" and "intends" and the negative of these words or
other comparable terminology. These forward-looking statements
include statements relating to the expected completion of the final
separation of Valvoline Inc. ("Valvoline") through the distribution
of Valvoline common stock and the potential for the distribution to
position Ashland and Valvoline for profitable growth. In
addition, Ashland may from time to time make forward-looking
statements in its annual reports, quarterly reports and other
filings with the SEC, news releases and other written and oral
communications. These forward-looking statements are based on
Ashland's expectations and assumptions, as of the date such
statements are made, regarding Ashland's future operating
performance and financial condition, the expected completion of the
final separation, the strategic and competitive advantages of each
company, and future opportunities for each company, as well as the
economy and other future events or circumstances. Ashland's
expectations and assumptions include, without limitation, internal
forecasts and analyses of current and future market conditions and
trends, management plans and strategies, operating efficiencies and
economic conditions (such as prices, supply and demand, cost of raw
materials, and the ability to recover raw-material cost increases
through price increases), and risks and uncertainties associated
with the following: the possibility that the final separation will
not be consummated within the anticipated time period or at all,
including as the result of the failure of a condition to the
distribution; the potential that Ashland does not realize all of
the expected benefits of the separation; Ashland's substantial
indebtedness (including the possibility that such indebtedness and
related restrictive covenants may adversely affect Ashland's future
cash flows, results of operations, financial condition and its
ability to repay debt); the impact of acquisitions and/or
divestitures Ashland has made or may make, including the proposed
acquisition of Pharmachem (including the possibility that
Ashland may not complete the proposed acquisition of Pharmachem or
Ashland may not realize the anticipated benefits from such
transactions); and severe weather, natural disasters, and legal
proceedings and claims (including environmental and asbestos
matters). Various risks and uncertainties may cause actual results
to differ materially from those stated, projected or implied by any
forward-looking statements, including, without limitation, risks
and uncertainties affecting Ashland that are described in Ashland's
most recent Form 10-K (including Item 1A Risk Factors) filed with
the SEC, which is available on Ashland's website at
http://investor.ashland.com or on the SEC's website at
http://www.sec.gov. Ashland believes its expectations and
assumptions are reasonable, but there can be no assurance that the
expectations reflected herein will be achieved. Unless legally
required, Ashland undertakes no obligation to update any
forward-looking statements made in this news release whether as a
result of new information, future events or otherwise. Information
on Ashland's website is not incorporated into or a part of this
news release.
SM Service
mark, Ashland or its subsidiaries, registered in various
countries.
(TM) Trademark, Ashland or its
subsidiaries, registered in various countries.
FOR FURTHER
INFORMATION:
Investor Relations:
Seth A.
Mrozek
+1 (859) 815-3527
samrozek@ashland.com
Media Relations:
Gary Rhodes
+1 (859) 815-3047
glrhodes@ashland.com
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Ashland Inc. via Globenewswire
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