Ampco-Pittsburgh Corporation (NYSE: AP) (the “Corporation” or
“Ampco-Pittsburgh”) announced today that it has received
$18,557,202.89 of subscriptions (approximately 93% subscribed) for
its up to $20 million rights offering. Approximately 7%, or
$1,442,797.11, remains available. In order to accommodate right
holders who wish to subscribe for additional units,
Ampco-Pittsburgh is extending the expiration of its previously
announced rights offering two business days to 5:00 PM Eastern Time
on Friday, September 18, 2020 (the “Extended Expiration Time”). The
rights offering was previously scheduled to expire on Wednesday,
September 16, 2020.
This extension is being offered to ensure adequate time for
rights holders to make their investment decision and for additional
orders to be processed. All other terms and conditions of the
rights offering remain unchanged.
The rights offering allows Ampco-Pittsburgh’s shareholders of
record as of August 17, 2020, to purchase up to 12,800,795 units.
Units consist of shares of common stock (the “Common Shares”) and
Series A warrants to purchase Common Shares, which expire on August
1, 2025. The subscription price for units entitling participants in
the rights offering to a whole Common Share and to receive a Series
A warrant to purchase a whole Common Share was determined based on
$3.50 per share. In addition, the exercise price for Series A
warrants to purchase a whole Common Share has been set at $5.75 per
share. The units and Series A warrants will be exercisable only for
whole Common Shares.
If exercising subscription rights through a broker, dealer,
custodian bank, or other nominee (including any mobile investment
platform), then rights holders of record should deliver all
required subscription documents and subscription payments pursuant
to the instructions provided by their nominee.
If shares of common stock are held in the rights holder’s name,
and subscription rights will not be exercised through a broker,
dealer, custodian bank, or other nominee (including any mobile
investment platform), then the subscription certificate, all other
required subscription documents, and subscription payments should
be sent by mail to Broadridge Corporate Issuer Solutions, Inc., the
Subscription Agent, at the address below, to be received before the
Extended Expiration Time. Participants should refer to the
instructions included with the subscription documents for complete
information regarding completing and submitting the subscription
documents.
By Mail:
Broadridge Corporate Issuer Solutions, Inc.
Attn: BCIS re-Organization Dept. P.O. Box 1317 Brentwood, NY
11717-0718
By Hand Delivery or
Overnight Courier:
Broadridge Corporate Issuer Solutions, Inc.
Attn: BCIS IWS 51 Mercedes Way Edgewood, NY 11717
For additional information on the rights offering, please
reference the prospectus filed pursuant to the Corporation’s
registration statement on Form S-1, as amended, which can be viewed
at this link to the SEC’s Edgar website
(https://www.sec.gov/edgar).
The rights offering includes an over-subscription privilege,
which entitles each rights holder that exercises all its basic
subscription privileges in full the right to purchase additional
units that remain unsubscribed at the Extended Expiration Time. The
over-subscription privileges are subject to availability and a
pro-rata allocation of shares among participants. All basic
subscription rights and over-subscription privileges may be
exercised during the subscription period of Tuesday, August 18,
2020, through the Extended Expiration Time at 5:00 PM Eastern Time,
Friday, September 18, 2020.
If a rights holder does not exercise their subscription rights
before the Extended Expiration Time, such rights will be deemed
expired and void and will have no value. Such rights holders will
then own the same number of the Corporation’s common shares as
before the commencement of the rights offering.
A copy of the prospectus and related materials were sent to
holders of record on August 17, 2020. Additionally, a copy of the
prospectus may be requested from, and questions relating to the
rights offering may be directed to, the information agent for the
rights offering, as follows:
Rights Offering Information
Agent
D.F. King & Co., Inc. 48 Wall Street,
22nd Floor New York, NY 10005 Telephone at (212) 269-5550 (bankers
and brokers) or (800) 290-6432 (all others) AP@dfking.com
Ampco-Pittsburgh has engaged Advisory Group Equity Services,
Ltd. d/b/a RHK Capital to act as dealer-manager for the rights
offering. Any broker-dealers interested in participating in the
rights offering may contact info@rhk.capital.
The Company’s registration statement on Form S-1 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/20200917005461/en/
Michael G. McAuley Senior Vice President, Chief Financial
Officer and Treasurer (412) 429-2472 mmcauley@ampcopgh.com
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