Armstrong Flooring Announces Final Results of Modified “Dutch Auction” Self-Tender Offer
June 21 2019 - 4:30PM
Business Wire
Company Purchases 4,504,504 Shares of Common
Stock at $11.10 Per Share
Armstrong Flooring, Inc. (NYSE: AFI) (“Armstrong Flooring” or
the “Company”) announced today the final results of its modified
“Dutch auction” self-tender offer to repurchase up to $50,000,000
in cash of its common stock, which expired at 12:00 a.m., New York
City time, at the end of June 14, 2019.
Based on the final count by American Stock Transfer & Trust
Company, LLC, the depositary for the self-tender offer, 4,991,207
shares of Armstrong Flooring’s common stock, were properly tendered
(and not properly withdrawn) at the final purchase price of $11.10
per share.
Because the tender offer was oversubscribed, the Company
purchased only a prorated portion of the shares properly tendered
by each tendering shareholder (other than “odd lot” holders whose
shares were purchased on a priority basis) at the final purchase
price of $11.10 per share. Based on the final tender count, and
taking into consideration the effect of odd lot priority and
conditional tenders on the proration factor, the final proration
factor for the tender offer was 97.14% of the shares properly
tendered at the final purchase price of $11.10 per share.
Accordingly, Armstrong Flooring has accepted for purchase
4,504,504 shares of its common stock at the final purchase price of
$11.10 per share, for a total cost of approximately $50,000,000,
excluding fees and expenses relating to the self-tender offer. The
common stock accepted for purchase in the self-tender offer
represent approximately 17.3% of Armstrong Flooring’s issued and
outstanding common stock as of June 14, 2019. The depositary for
the self-tender offer will promptly pay for the common stock
accepted for purchase. Armstrong Flooring will fund the repurchase
of common stock in the self-tender offer using a portion of its
cash and cash equivalents on hand.
Goldman Sachs & Co. LLC is serving as dealer manager for the
self-tender offer. Innisfree M&A Incorporated is serving as
information agent for the self-tender offer and American Stock
Transfer & Trust Company, LLC is serving as depositary for the
self-tender offer. Shareholders who have questions or need
information about the self-tender offer may contact Innisfree
M&A Incorporated at 1-888-750-5834.
ABOUT ARMSTRONG FLOORING
Armstrong Flooring, Inc. is a global leader in the design and
manufacture of innovative flooring solutions. Headquartered in
Lancaster, Pennsylvania, Armstrong Flooring is North America’s
largest producer of resilient flooring products. The company safely
and responsibly operates 8 manufacturing facilities globally,
working to provide the highest levels of service, quality and
innovation to ensure it remains as strong and vital as its 150-year
heritage. For additional information, please visit
www.armstrongflooring.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Disclosures in this release, including without limitation,
statements as to the amount, timing and manner of the Company’s
self-tender offer, and in our other public documents and comments
contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Those statements
provide our future expectations or forecasts and can be identified
by our use of words such as “anticipate,” “estimate,” “expect,”
“project,” “intend,” “plan,” “believe,” “outlook,” “target,”
“predict,” “may,” “will,” “would,” “could,” “should,” “seek,” and
other words or phrases of similar meaning in connection with any
discussion of future operating or financial performance.
Forward-looking statements, by their nature, address matters that
are uncertain and involve risks because they relate to events and
depend on circumstances that may or may not occur in the future. As
a result, our actual results may differ materially from our
expected results and from those expressed in our forward-looking
statements. A more detailed discussion of the risks and
uncertainties that could cause our actual results to differ
materially from those projected, anticipated or implied is included
in our reports filed with the SEC. Forward-looking statements speak
only as of the date they are made. We undertake no obligation to
update any forward-looking statements beyond what is required under
applicable securities law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190621005460/en/
INVESTOR & MEDIA RELATIONS Investors: Douglas Bingham
SVP, Chief Financial Officer 717-672-9300
IR@armstrongflooring.com Media: Steve Trapnell
Corporate Communications Manager 717-672-7218
aficorporatecommunications@armstrongflooring.com
Armstrong Flooring (NYSE:AFI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Armstrong Flooring (NYSE:AFI)
Historical Stock Chart
From Apr 2023 to Apr 2024