Armstrong Flooring, Inc. (NYSE: AFI) (“Armstrong Flooring” or
the “Company”) announced today the commencement of a modified
“Dutch auction” self-tender offer to repurchase up to $50,000,000
in cash of shares of its common stock, at a price per share within
the range of $11.70 to $10.20, less applicable withholding taxes
and without interest. The NYSE closing price of Armstrong
Flooring’s common stock on May 16, 2019 was $10.52 per share.
The tender offer will expire at the end of June 14, 2019 at
12:00 a.m., New York City time, unless the tender offer is extended
or withdrawn by the Company. Tenders of shares must be made prior
to the expiration of the tender offer and may be withdrawn at any
time prior to the expiration of the tender offer, in each case in
accordance with the procedures described in the tender offer
materials that are being distributed to stockholders.
The Company believes that the modified “Dutch auction” tender
offer mechanism is a prudent use of the Company’s financial
resources and an efficient way to return capital to stockholders
who wish to receive cash for all or a portion of their shares.
A modified “Dutch auction” self-tender offer allows stockholders
to tender their shares pursuant to (i) auction tenders whereby
stockholders indicate at what price within the Company’s specified
range (in increments of $0.10 per share) they wish to tender or
(ii) purchase price tenders whereby stockholders indicate they are
willing to sell their shares to the Company at the purchase price
determined in the tender offer. When the tender offer expires, the
Company will determine the purchase price, which will be the lowest
price per share within the Company’s specified range that will
enable the Company to purchase the maximum number of shares
properly tendered in the tender offer and not properly withdrawn
having an aggregate purchase price not exceeding $50,000,000 (or,
if the tender offer is not fully subscribed, all shares properly
tendered and not properly withdrawn up to $50,000,000), taking into
account the number of shares tendered pursuant to auction tenders
and purchase price tenders and the prices specified by stockholders
tendering shares pursuant to auction tenders.
All shares accepted for payment will be purchased at the same
purchase price, regardless of whether they were tendered at a lower
price. Upon the terms and subject to the conditions of the tender
offer, stockholders will receive the purchase price in cash, less
any applicable withholding taxes and without interest, for shares
properly tendered (and not properly withdrawn) at prices equal to
or less than the purchase price. If shares are tendered at prices
at or below the purchase price with an aggregate purchase price of
more than $50,000,000, tendering stockholders whose shares are
tendered at or below the purchase price owning fewer than one
hundred (100) shares, or “odd lot” holders, will have their shares
purchased without proration and all other tendered shares will be
purchased on a pro rata basis, subject to the conditional tender
provisions described in the Offer to Purchase. The terms and
conditions of the tender offer are set forth in an Offer to
Purchase, Letter of Transmittal and related documentation that are
being distributed to holders of the Company’s shares and have been
filed with the U.S. Securities and Exchange Commission (the “SEC”).
Stockholders whose shares are purchased in the tender offer will be
paid the purchase price net in cash, less applicable withholding
taxes and without interest, promptly after the expiration of the
tender offer. All shares tendered at prices above the purchase
price will not be purchased and will be returned promptly after the
expiration of the tender offer to the tendering stockholders. The
tender offer will remain open for at least twenty (20) business
days. The Company also reserves the right to purchase up to an
additional 2% of its shares outstanding pursuant to and without
amending or extending the tender offer.
Armstrong Flooring will use a portion of its cash and cash
equivalents on hand to fund the repurchase of shares in the tender
offer. The tender offer is not conditioned upon obtaining financing
or any minimum number of shares being tendered; however, the tender
offer is subject to a number of other terms and conditions, which
are specified in the Offer to Purchase.
The Company’s directors and executive officers have informed us
that they do not intend to tender into the Offer any Shares of
which they, in their individual capacity, have or share the power
to (i) vote or direct the voting or (ii) invest, dispose or direct
the disposition.
Goldman Sachs & Co. LLC (the “Dealer Manager”) will serve as
dealer manager for the tender offer. Innisfree M&A Incorporated
(the “Information Agent”) will serve as information agent for the
tender offer and American Stock Transfer & Trust Company, LLC
(the “Depositary”) will serve as depositary for the tender offer.
For more information about the tender offer, please contact
Innisfree M&A Incorporated at 1-888-750-5834.
While the Company’s board of directors authorized the tender
offer, it has not made and will not be making, and none of the
Company, the Company’s affiliates or subsidiaries, the Dealer
Manager, the Information Agent or the Depositary has made or is
making, any recommendation to the Company’s stockholders as to
whether to tender or refrain from tendering their shares or as to
the price or prices at which stockholders may choose to tender
their shares. Stockholders must make their own decision as to
whether to tender their shares and, if so, how many shares to
tender and the price or prices at which to tender them.
Stockholders are urged to discuss their decision with their tax
advisors, financial advisors and/or brokers.
The discussion of the tender offer contained in this press
release is for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell shares. The
offer to purchase and the solicitation of the Company’s shares are
made only pursuant to the Offer to Purchase, the related Letter of
Transmittal, and other related materials mailed or otherwise
delivered to stockholders. Stockholders should read those materials
and the documents incorporated therein by reference carefully when
they become available because they will contain important
information, including the terms and conditions of the tender
offer. The Company will file a Tender Offer Statement on Schedule
TO (the “Tender Offer Statement”) with the SEC. The Tender Offer
Statement, including the Offer to Purchase, the related Letter of
Transmittal and other related materials, will also be available to
stockholders at no charge on the SEC’s website at
www.sec.gov or from the information agent for the tender
offer, Innisfree M&A Incorporated. Stockholders are urged to
read those materials carefully prior to making any decisions with
respect to the tender offer.
ABOUT ARMSTRONG FLOORING
Armstrong Flooring, Inc. is a global leader in the design and
manufacture of innovative flooring solutions. Headquartered in
Lancaster, Pennsylvania, Armstrong Flooring is North America’s
largest producer of resilient flooring products. The company safely
and responsibly operates 8 manufacturing facilities globally,
working to provide the highest levels of service, quality and
innovation to ensure it remains as strong and vital as its 150-year
heritage. For additional information, please visit
www.armstrongflooring.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Disclosures in this release, including without limitation,
statements as to the amount, timing and manner of the Company’s
self-tender offer, and in our other public documents and comments
contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Those statements
provide our future expectations or forecasts and can be identified
by our use of words such as “anticipate,” “estimate,” “expect,”
“project,” “intend,” “plan,” “believe,” “outlook,” “target,”
“predict,” “may,” “will,” “would,” “could,” “should,” “seek,” and
other words or phrases of similar meaning in connection with any
discussion of future operating or financial performance.
Forward-looking statements, by their nature, address matters that
are uncertain and involve risks because they relate to events and
depend on circumstances that may or may not occur in the future. As
a result, our actual results may differ materially from our
expected results and from those expressed in our forward-looking
statements. A more detailed discussion of the risks and
uncertainties that could cause our actual results to differ
materially from those projected, anticipated or implied is included
in our reports filed with the SEC. Forward-looking statements speak
only as of the date they are made. We undertake no obligation to
update any forward-looking statements beyond what is required under
applicable securities law.
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version on businesswire.com: https://www.businesswire.com/news/home/20190517005065/en/
INVESTOR & MEDIA RELATIONSInvestors:Douglas
BinghamSVP, Chief Financial Officer717-672-9300IR@armstrongflooring.comMedia:Steve
TrapnellCorporate Communications Manager717-672-7218aficorporatecommunications@armstrongflooring.com
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