Ampco-Pittsburgh Corp. (NYSE: AP) Announces Expiration of Rights Offering; Raised Approximately $19.3 Million in Gross Proceeds
September 21 2020 - 7:39AM
Business Wire
Ampco-Pittsburgh Corporation (NYSE: AP) (the “Corporation” or
“Ampco-Pittsburgh”) announced today that the subscription period of
its previously announced rights offering expired on Friday,
September 18, 2020, at 5:00 PM Eastern Time (the “Expiration
Time”), and these rights are no longer exercisable.
The subscriptions totaled approximately 12.3 million units,
raising gross proceeds of approximately $19.3 million, excluding
any proceeds that may be received by the Corporation from the
future exercise of the Series A warrants. The offering was
approximately 97% subscribed. The results of the rights offering
and the Corporation’s estimates regarding the aggregate gross
proceeds of the rights offering to be received by Ampco-Pittsburgh
are subject to finalization and verification by its subscription
agent with DTC.
Ampco-Pittsburgh anticipates that closing of the rights offering
will occur on or about Tuesday, September 22, 2020, subject to
satisfaction or waiver of all conditions to closing. Upon the
closing, the subscription agent will distribute, by way of
book-entry or uncertificated form, or through the facilities of
DTC, as applicable, Common Shares and Series A warrants to holders
of rights who have validly exercised their rights and paid the
subscription price in full. No physical stock or warrant
certificates will be issued to such holders.
Ampco-Pittsburgh engaged Advisory Group Equity Services, Ltd.
d/b/a RHK Capital to act as dealer-manager for the rights
offering.
The offering was made pursuant to the Corporation’s registration
statement on Form S-1 (File No. 333-239446), which was declared
effective by the U.S. Securities and Exchange Commission on August
13, 2020. The prospectus relating to and describing the terms of
the rights offering has been filed with the SEC on August 17, 2020,
and is available on the SEC’s website at www.sec.gov. This
announcement shall not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, nor shall there be
any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
About Ampco-Pittsburgh Corporation Ampco-Pittsburgh
Corporation manufactures and sells highly engineered,
high-performance specialty metal products and customized equipment
utilized by industry throughout the world. Through its operating
subsidiary, Union Electric Steel Corporation, it is a leading
producer of forged and cast rolls for the global steel and aluminum
industry. It also manufactures open-die forged products that
principally are sold to customers in the steel distribution market,
oil and gas industry, and the aluminum and plastic extrusion
industries. The Corporation is also a producer of air and liquid
processing equipment, primarily custom-engineered finned tube heat
exchange coils, large custom air handling systems, and centrifugal
pumps. It operates manufacturing facilities in the United States,
England, Sweden, Slovenia, and participates in three operating
joint ventures located in China. It has sales offices in North and
South America, Asia, Europe, and the Middle East. Corporate
headquarters is located in Carnegie, Pennsylvania.
Forward-Looking Statements The Private Securities
Litigation Reform Act of 1995 (the “Act”) provides a safe harbor
for forward-looking statements made by or on behalf of the
Corporation. The information contained in this press release may
include, but are not limited to, statements about undertaking the
rights offering described herein, operating performance, trends,
events that the Corporation expects or anticipates will occur in
the future, statements about sales and production levels,
restructurings, the impact from global pandemics (including
COVID-19), profitability and anticipated expenses and cash
outflows. All statements in this document other than statements of
historical fact are statements that are, or could be, deemed
“forward-looking statements” within the meaning of the Act and
words such as “may,” “intend,” “believe,” “expect,” “anticipate,”
“estimate,” “project,” “forecast” and other terms of similar
meaning that indicate future events and trends are also generally
intended to identify forward-looking statements. Forward-looking
statements speak only as of the date on which such statements are
made, are not guarantees of future performance or expectations and
involve risks and uncertainties. For the Corporation, these risks
and uncertainties include, but are not limited to: cyclical demand
for products and economic downturns; excess global capacity in the
steel industry; increases in commodity prices or shortages of key
production materials; consequences of global pandemics (including
COVID-19); new trade restrictions and regulatory burdens associated
with “Brexit”; inability of the Corporation to successfully
restructure its operations; limitations in availability of capital
to fund the Corporation’s operations and strategic plan; inability
to satisfy the continued listing requirements of the New York Stock
Exchange; potential attacks on information technology
infrastructure and other cyber-based business disruptions; and
those discussed more fully in documents filed with the SEC by the
Corporation, particularly in the prospectus related to the rights
offering and in Item 1A, Risk Factors, in Part I of the
Corporation’s latest annual report on Form 10-K, and Part II of the
Corporation’s Form 10-Q for the quarter ended June 30, 2020. The
Corporation cannot guarantee any future results, levels of
activity, performance or achievements. In addition, there may be
events in the future that the Corporation may not be able to
predict accurately or control which may cause actual results to
differ materially from expectations expressed or implied by
forward-looking statements. Except as required by applicable law,
the Corporation assumes no obligation, and disclaims any
obligation, to update forward-looking statements whether as a
result of new information, events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20200921005412/en/
Michael G. McAuley Senior Vice President, Chief Financial
Officer and Treasurer (412) 429-2472 mmcauley@ampcopgh.com
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