Ashland announces completion of final separation of Valvoline Inc.
May 12 2017 - 4:30PM
COVINGTON, KY, May 12, 2017 - Ashland Global
Holdings Inc. ("Ashland") (NYSE: ASH) announced today that it has
completed the previously announced distribution of 170,000,000
shares of common stock of Valvoline Inc. ("Valvoline") (NYSE: VVV)
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 shares of Ashland common stock
outstanding as of May 5, 2017, the record date for the
distribution, each share of Ashland common stock received 2.745338
shares of Valvoline common stock in the distribution.
Fractional shares of Valvoline common stock were
not 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 distribution was
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.
"With the separation and distribution now
completed, we are fully focused on Ashland's two core priorities
for the year - positioning Ashland to deliver against our fiscal
2017 plan and pivoting to become the premier specialty chemicals
company," said William A. Wulfsohn, Ashland chairman and chief
executive officer. "Our work in creating two great companies, each
positioned for success, would not have been possible without the
tremendous commitment and support from our teams around the
world."
BofA Merrill Lynch acted as financial advisor to
Ashland in connection with the distribution. Cravath, Swaine
& Moore LLP acted as legal advisor to Ashland in connection
with the distribution.
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.
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 potential for the final
separation 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 strategic and competitive
advantages of Ashland and Valvoline, 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
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 Laboratories, Inc. ("Pharmachem") (including the
possibility that Ashland may not complete the proposed acquisition
of Pharmachem or that 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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