A. Schulman Stockholders Approve Merger with LyondellBasell
June 14 2018 - 4:10PM
A. Schulman, Inc. (“A. Schulman”) (NASDAQ:SHLM) announced that
during a special stockholder meeting today A. Schulman stockholders
approved the merger agreement under which LyondellBasell Industries
N.V. (“LyondellBasell”) will acquire all of the outstanding shares
of A. Schulman common stock (the “Merger Agreement”). A.
Schulman stockholders also approved the non-binding advisory
proposal regarding executive compensation related to the
Merger.
“A. Schulman shareholders have solidly affirmed the value that
the Company’s merger with LyondellBasell represents. This outcome
serves the best interests of all our stakeholders including our
customers, suppliers, employees and the communities in which we
operate,” stated Joseph M. Gingo, chairman, president and chief
executive officer of A. Schulman.
Upon completion of the Merger, A. Schulman stockholders will be
entitled to receive $42.00 in cash and one contingent value right
for each share of A. Schulman’s common stock. The closing of
the Merger remains subject to the satisfaction of customary closing
conditions, including approvals from competition agencies in each
of the European Union and Russia as well as CFIUS approval.
A. Schulman and LyondellBasell continue to target closing the
transaction in the third calendar quarter of 2018; however, there
can be no assurance regarding timing of completion of regulatory
approvals, which could delay timing of the closing.
About A. Schulman
A. Schulman, Inc. is a leading international supplier of
high-performance plastic compounds, composites and resins
headquartered in Akron, Ohio. Since 1928, the Company has been
providing innovative solutions to meet its customers' demanding
requirements. The Company's customers span a wide range of markets
such as packaging, mobility, building & construction,
electronics & electrical, agriculture, personal care &
hygiene, sports, leisure & home, custom services and others.
The Company employs approximately 5,200 people and has 54
manufacturing facilities globally. A. Schulman reported net sales
of approximately $2.5 billion for the fiscal year ended August 31,
2017. Additional information about A. Schulman can be found at
www.aschulman.com.
Forward-Looking Statements
This press release is made in reliance upon the safe harbor of
the Private Securities Litigation Reform Act of 1995, including,
without limitation, the statements made concerning A. Schulman’s
intent to consummate the Merger with LyondellBasell. As a general
matter, forward-looking statements are those focused upon
anticipated events or trends, expectations, and beliefs relating to
matters that are not historical in nature. Forward-looking
statements can be identified by the fact that they do not relate
strictly to historic or current facts and relate to future events
and expectations. Forward-looking statements contain such words as
“anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,”
“believe,” “forecast,” “foresee,” “likely,” “may,” “should,”
“goal,” “target,” “might,” “will,” “could,” “predict,” “continue,”
and other words and terms of similar meaning in connection with any
discussion of future operating or financial performance. Such
forward-looking statements are subject to uncertainties and factors
relating to A. Schulman’s operations and business environment, all
of which are difficult to predict and many of which are beyond the
control of A. Schulman. Among others, the following uncertainties
and other factors could cause actual results to differ from those
set forth in the forward-looking statements: (i) the risk that the
Merger may not be consummated in a timely manner, if at all; (ii)
the risk that the definitive Merger Agreement may be terminated in
circumstances that require A. Schulman to pay LyondellBasell a
termination fee of $50 million; (iii) risks related to the
diversion of management’s attention from A. Schulman’s ongoing
business operations; (iv) the effect of the announcement of the
Merger on A. Schulman’s business relationships (including, without
limitation, customers and suppliers), operating results and
business generally; (v) risks related to obtaining the requisite
consents to the Merger, including, without limitation, the timing
(including possible delays) and receipt of regulatory clearance and
CFIUS approval from governmental authorities (including any
conditions, limitations or restrictions placed on these approvals)
and the risk that one or more governmental authority may deny any
such approval; and (vi) the conditions of the capital markets
during the period covered by the forward-looking statements.
Further risks that could cause actual results to differ materially
from those matters expressed in or implied by such forward-looking
statements are set forth under “Risk Factors” in A. Schulman’s
Annual Report on Form 10-K for the fiscal year ended August 31,
2017, its subsequent quarterly reports on Form 10-Q and in A.
Schulman’s definitive proxy statement, dated May 11, 2018, that A.
Schulman filed with the United States Securities and Exchange
Commission (the “SEC”) in connection with the proposed
Merger. The list of factors presented here is, and the list
of factors presented in A. Schulman’s other SEC filings should not
be considered to be a complete statement of all potential risks and
uncertainties. In addition, risks and uncertainties not presently
known to A. Schulman or that it believes to be immaterial also may
adversely affect A. Schulman. Should any known or unknown risks or
uncertainties develop into actual events, or underlying assumptions
prove inaccurate, these developments could have material adverse
effects on A. Schulman’s business, financial condition and results
of operations. A. Schulman does not undertake, and hereby
disclaims, any duty to update these forward-looking statements,
although its situation and circumstances may change in the
future. Persons reading this communication are cautioned not
to place undue reliance on these forward-looking statements which
speak only as of the date hereof.
The Merger is subject to certain conditions precedent, including
approvals from competition agencies in each of the European Union
and Russia as well as CFIUS approval. A. Schulman cannot provide
any assurance that the proposed Merger will be completed, nor can
it give assurances as to the terms on which such Merger will be
consummated.
SHLM_All
Media and Investors in United States Jennifer
K. BeemanVice President, Corporate Communications & Investor
RelationsA. Schulman, Inc.3637 Ridgewood RoadFairlawn, Ohio
44333Tel: 330-668-7346Email: Jennifer.Beeman@aschulman.com
www.aschulman.com
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