CONSHOHOCKEN, Pa., Sept. 7, 2017 /PRNewswire/ -- Quaker Chemical
Corporation (NYSE: KWR) has announced the results of its Special
Meeting of Shareholders that was held earlier today. Shareholders
approved the proposal necessary to complete the transaction to
combine with Houghton International, Inc. The completion of
the transaction, which is expected by the end of 2017 or early
2018, is subject to other customary closing conditions, including
regulatory approvals.
In addition, the shareholders also approved the elimination of a
charter provision providing for a 10-1 voting right for
shareholders holding shares for 36 consecutive months. Going
forward, all shareholders will have 1-1 voting rights regardless of
ownership duration.
The transaction proposal received over 99% support of all votes
cast by shareholders. "We want to thank all our shareholders
for their strong show of support; this vote recognizes the benefits
the combined company will bring to customers, shareholders and
associates," said Michael F. Barry,
Chairman, Chief Executive Officer and President of Quaker Chemical.
About Quaker Chemical
Quaker Chemical is a leading global provider of process fluids,
chemical specialties, and technical expertise to a wide range of
industries, including steel, aluminum, automotive, mining,
aerospace, tube and pipe, cans, and others. For nearly 100
years, Quaker Chemical has helped customers around the world
achieve production efficiency, improve product quality, and lower
costs through a combination of innovative technology, process
knowledge, and customized services. Headquartered in Conshohocken, Pennsylvania, USA, Quaker
Chemical serves businesses worldwide with a network of dedicated
and experienced professionals whose mission is to make a
difference.
About Houghton International
Houghton International is a global leader in delivering advanced
metalworking fluids and services for the automotive, aerospace,
metals, mining, machinery, offshore and beverage industries.
Headquartered in Valley Forge,
Pennsylvania, Houghton International operates research,
manufacturing and office locations in 33 countries around the world
delivering solutions that increase productivity, reduce operating
costs and improve product quality for our customers. Houghton
International is a Hinduja Group Company, which has owned more than
95% of Houghton International since 2012.
Cautionary Note On Forward-Looking Statements
This release contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. These
forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those projected in such statements. A major risk is that
demand for the Company's products and services is largely derived
from the demand for its customers' products, which subjects the
Company to uncertainties related to downturns in a customer's
business and unanticipated customer production shutdowns.
Other major risks and uncertainties include, but are not limited
to, significant increases in raw material costs, customer financial
stability, worldwide economic and political conditions, foreign
currency fluctuations, significant changes in applicable tax rates
and regulations, future terrorist attacks and other acts of
violence. Other factors, including those related to the
transaction, could also adversely affect us including, but not
limited to:
- the risk that Quaker Chemical shareholders may not approve the
proposed transaction;
- the risk that a required regulatory approval will not be
obtained or is subject to conditions that are not anticipated or
acceptable to us;
- the potential for regulatory authorities to require
divestitures in connection with the proposed transaction, which
would result in a smaller than anticipated combined business;
- the risk that a closing condition to the proposed transaction
may not be satisfied in a timely manner;
- risks associated with the financing of the transaction;
- the occurrence of any event, change or other circumstance that
could give rise to the termination of the purchase agreement;
- potential adverse effects on Quaker Chemical's business,
properties or operations caused by the implementation of the
transaction;
- Quaker Chemical's ability to promptly, efficiently and
effectively integrate Houghton International's operations into
those of Quaker Chemical;
- risks related to the disruption of each Company's time from
ongoing business operations due to the proposed transaction;
and,
- the outcome of any legal proceedings that may be instituted
against the companies following announcement of the merger
agreement and transactions contemplated therein.
Therefore, we caution you not to place undue reliance on our
forward-looking statements.
For more information regarding these risks and uncertainties as
well as certain additional risks that we face, you should refer to
the Risk Factors detailed in Item 1A of our 2016 Form 10-K, and in
our quarterly and other reports filed from time to time with the
Commission. We caution you not to place undue reliance on these
forward-looking statements, which are current only as of the date
on which we issued this report. We do not intend to, and we
disclaim any duty or obligation to, update or revise any
forward-looking statements to reflect new information or future
events or for any other reason
This discussion is provided as permitted by the Private
Securities Litigation Reform Act of 1995.
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SOURCE Quaker Chemical Corporation