Item 2.01 Completion of Acquisition or Disposition of
Assets.
On April 25, 2022, Commercial Metals Company (the
“Company”)
consummated the transactions contemplated by the Agreement and Plan
of Merger (the “Merger
Agreement”), dated as of December 3, 2021, by and among
the Company, Tahoe Merger Sub Inc., a wholly-owned subsidiary of
the Company (“Merger
Sub”), TAC Acquisition Corp. (“Tensar”), and Castle Harlan
Inc., solely in its capacity as securityholder representative.
Pursuant to the terms and conditions of the Merger Agreement,
Merger Sub merged with and into Tensar, with Tensar surviving as a
wholly-owned subsidiary of the Company (the “Merger”) for a cash purchase
price of $550.0 million. The purchase price is subject to a
further customary purchase price adjustment as described in the
Merger Agreement.
The material terms of the Merger Agreement and a description of the
Merger were reported in Item 1.01 of the Company’s Current Report
on Form 8-K filed with the
Securities and Exchange Commission on December 3, 2021 and are
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 25, 2022, the Company issued a press release
announcing the consummation of the Merger, a copy of which is
attached as Exhibit 99.1 to this report and incorporated herein by
reference.
Cautionary Note Regarding
Forward-Looking Statements
This Current Report on Form 8-K (this “Form 8-K”) contains forward-looking
statements within the meaning of the federal securities laws,
including, without limitation, with respect to the completion of
the Merger, general domestic and international economic and
political conditions, key macro-economic drivers that impact our
business, the effects of ongoing trade actions, the effects of
continued pressure on the liquidity of our customers, potential
synergies and organic growth provided by acquisitions and strategic
investments (including the Merger), demand for our products, metal
margins, the effect of COVID-19 and related governmental and
economic responses thereto, the ability to operate our steel mills
at full capacity, future availability and cost of supplies of raw
materials and energy for our operations, share repurchases, legal
proceedings, the undistributed earnings of our non-U.S. subsidiaries, U.S.
non-residential
construction activity, international trade, capital expenditures,
our liquidity and our ability to satisfy future liquidity
requirements, estimated contractual obligations and our
expectations or beliefs concerning future events. The statements in
this report that are not historical statements, are forward-looking
statements. These forward-looking statements can generally be
identified by phrases such as we or our management “expects,”
“anticipates,” “believes,” “estimates,” “future,” “intends,” “may,”
“plans to,” “ought,” “could,” “will,” “should,” “likely,”
“appears,” “projects,” “forecasts,” “outlook” or other similar
words or phrases, as well as by discussions of strategy, plans or
intentions.
Although we believe that our expectations are reasonable, we can
give no assurance that these expectations will prove to have been
correct, and actual results may vary materially. Except as required
by law, we undertake no obligation to update, amend or clarify any
forward-looking statements to reflect changed assumptions, the
occurrence of anticipated or unanticipated events, new information
or circumstances or any other changes. Important factors that could
cause actual results to differ materially from our expectations
include those described in Part I, Item 1A, “Risk Factors” of our
annual report on Form 10-K