of this discussion, Mr. Ortega indicated that if a potential transaction with the Company were completed, Acerinox expected to make a $200 million capital investment in the post-closing company’s US operations, $170 million of which was to be invested into the Company’s operations to support the continued growth of the business. At the conclusion of the discussion, Acerinox’s offer price of $61.00 was agreed between the parties and Mr. Getz noted that the Company was ready to move forward to finalize the terms of a definitive transaction agreement.
Also on January 22, 2024, representatives of Jefferies and Goldman Sachs connected to discuss the path forward in order for the parties to negotiate and execute definitive transaction documents, with a target announcement date of February 5, 2024, noting that given market conditions and volatility as well as stock price uncertainty, timing was of the essence.
On January 22, 2024, Kirkland shared with the Strategic Committee the proposed draft Merger Agreement prepared by Kirkland to be shared with Acerinox and its outside legal advisors, as well as a summary of the key terms of a draft Merger Agreement. Following email discussion, the Strategic Committee authorized Kirkland to provide the draft Merger Agreement to Acerinox.
On January 23, 2024, representatives of Kirkland sent an initial draft Merger Agreement to representatives of Paul, Weiss.
On January 25, 2024, representatives of Jefferies submitted an updated relationships disclosure memo, which was dated as of January 22, 2024, to representatives of Kirkland, who shared the relationships disclosure memo with the Company on January 26, 2024 and then subsequently submitted the relationships disclosure memo to the Haynes Board.
Between January 29, 2024 and February 1, 2024, representatives of Acerinox and its advisors conducted in person site visits at the Company’s facilities in Kokomo, Indiana, Arcadia, Louisiana and Mountain Home, North Carolina.
On January 29, 2024, representatives of Paul, Weiss sent a revised draft of the Merger Agreement to representatives of Kirkland, and between January 29, 2024 and February 4, 2024, representatives of Kirkland and representatives of Paul, Weiss, on behalf of the Company and Acerinox, respectively, exchanged drafts of the Merger Agreement and conducted a number of conference calls regarding the draft Merger Agreement. Among other items in the draft Merger Agreement, the parties negotiated (i) the efforts required by the Company and Acerinox to obtain the required regulatory approvals (ii) the existence of a reverse termination fee payable by Acerinox to the Company if regulatory clearance for the transaction were not obtained, (iii) the quantum of the Company termination fee and the circumstances in which such fee would be payable by the Company to Acerinox, (iv) the non-solicitation provision that prohibits the Company from soliciting and negotiating with third parties to enter into an agreement for an alternative transaction and the related termination rights, (v) the treatment of outstanding Company equity awards and covenants regarding employee benefit matters applicable to Company employees generally, and (vi) the Company’s representations, warranties and interim operating covenants.
On January 30, 2024, the Strategic Committee met with members of Company management and representatives of Kirkland in attendance, and representatives of Kirkland reviewed and discussed with the Strategic Committee certain material issues raised by Paul, Weiss’ mark-up of the Merger Agreement and proposed responses thereto. Representatives of Kirkland presented to the Strategic Committee the substantive regulatory analysis undertaken to date, discussing, among other things, the portfolios of each of the Company and Acerinox.
On January 31, 2024, the Board held a meeting with members of the Company’s management and representatives of Jefferies and Kirkland in attendance. The Board discussed, among other things, a status update on the potential transaction, including an overview from Kirkland of the material terms being negotiated between the parties and on the regulatory analysis undertaken to date in connection with a potential transaction with Acerinox.
On February 1, 2024, the Company held calls with Acerinox and its representatives to discuss (i) the Company’s results for the first quarter of fiscal 2024 ended December 31, 2023, and (ii) a potential communications rollout package.
On February 1, 2024, representatives of Kirkland sent revised drafts of the Merger Agreement and related materials to representatives of Paul, Weiss.