Grace Comments on Unsolicited Proposal from 40 North
November 09 2020 - 03:24PM
W. R. Grace & Co. (NYSE: GRA) today confirmed that it has
received a proposal from 40 North Management LLC (“40 North”), one
of its shareholders, to acquire all outstanding common shares of
the Company for $60 per share in cash, subject to certain
conditions.
Grace has a portfolio of high-value, specialty businesses and
while end markets have been significantly impacted by the pandemic,
the fundamentals of its businesses remain strong and demand trends
continue to improve. As the Company has communicated, most recently
on its third quarter 2020 earnings call, Grace has often pursued
opportunities to maximize shareholder value.
Consistent with its commitment to all shareholders, Grace’s
Board, working with management and its financial advisers, is
carefully evaluating and thoroughly discussing its value creation
opportunities. At the same time, Grace is focused on executing its
long-term strategy and advancing its key investments to accelerate
profitable growth, improve its competitive advantages and
strengthen its portfolio.
Given the Company’s strong prospects and its ongoing review of
the alternative opportunities available, Grace’s Board of Directors
unanimously believes that 40 North’s $60 per share proposal
significantly undervalues the Company and is not a basis for
further discussion.
The Grace Board remains open to all opportunities to maximize
value for shareholders.
Goldman Sachs & Co. LLC and Moelis & Company LLC are
serving as financial advisors and Wachtell, Lipton, Rosen &
Katz is serving as legal counsel to Grace.
About GraceBuilt on talent,
technology, and trust, Grace is a leading global specialty chemical
company. The company’s two industry-leading business
segments—Catalysts Technologies and Materials Technologies—provide
innovative products, technologies, and services that enhance the
products and processes of our customers around the world. With
approximately 4,000 employees, Grace operates and/or sells to
customers in over 60 countries. More information about Grace is
available at grace.com.
This announcement contains forward-looking statements, that is,
information related to future, not past, events. Such statements
generally include the words “believes,” “plans,” “intends,”
“targets,” “will,” “expects,” “suggests,” “anticipates,”
“outlook,” “continues,” or similar expressions. Forward-looking
statements include, without limitation, expected financial
positions; results of operations; cash flows; financing plans;
business strategy; operating plans; capital and other expenditures;
competitive positions; growth opportunities for existing products;
benefits from new technology and cost reduction initiatives, plans
and objectives; and markets for securities. For these statements,
Grace claims the protections of the safe harbor for forward-looking
statements contained in Section 27A of the Securities Act and
Section 21E of the Exchange Act. Like other businesses, Grace is
subject to risks and uncertainties that could cause its actual
results to differ materially from its projections or that could
cause other forward-looking statements to prove incorrect. Factors
that could cause actual results to differ materially from those
contained in the forward-looking statements include, without
limitation: risks related to foreign operations, especially in
emerging regions; the costs and availability of raw materials,
energy and transportation; the effectiveness of its research and
development and growth investments; acquisitions and divestitures
of assets and businesses; developments affecting Grace’s
outstanding indebtedness; developments affecting Grace's pension
obligations; its legal and environmental proceedings; environmental
compliance costs; the inability to establish or maintain certain
business relationships; the inability to hire or retain key
personnel; natural disasters such as storms and floods, and force
majeure events; changes in tax laws and regulations; international
trade disputes, tariffs, and sanctions; the potential effects of
cyberattacks; and those additional factors set forth in Grace's
most recent Annual Report on Form 10-K, quarterly reports on Form
10-Q, and current reports on Form 8-K, which have been filed with
the Securities and Exchange Commission and are readily available on
the internet at www.sec.gov. Reported results should not be
considered as an indication of future performance. Readers are
cautioned not to place undue reliance on Grace's projections and
forward-looking statements, which speak only as of the dates those
projections and statements are made. Grace undertakes no obligation
to release publicly any revision to the projections and
forward-looking statements contained in this announcement, or to
update them to reflect events or circumstances occurring after the
date of this announcement.
Media
ContactJamie Moser / Jim Golden / Scott
BisangJoele Frank, Wilkinson Brimmer Katcher212-355-4449 |
Investor
RelationsJeremy Rohen+1
410.531.8234jeremy.rohen@grace.com |
|
WR Grace (NYSE:GRA)
Historical Stock Chart
From Feb 2024 to Mar 2024
WR Grace (NYSE:GRA)
Historical Stock Chart
From Mar 2023 to Mar 2024