Ashland announces distribution ratio for final separation of Valvoline Inc.
May 08 2017 - 5:00PM
COVINGTON, KY, May 8, 2017 - Ashland Global
Holdings Inc. ("Ashland") (NYSE: ASH) announced today that it has
determined the final distribution ratio relating to its previously
announced distribution of an aggregate of 170,000,000 shares of
common stock of Valvoline Inc. ("Valvoline") (NYSE: VVV) 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 shares of Ashland common stock
outstanding as of May 5, 2017, the record date for the
distribution, each share of Ashland common stock will receive
2.745338 shares of Valvoline common stock in the distribution.
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.
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 distribution 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.
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.
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.
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. 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 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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