Grace Responds to 40 North
April 01 2021 - 4:33PM
W. R. Grace & Co. (NYSE: GRA) delivered the following letter to
40 North Management LLC in response to its letter this morning:
April 1, 2021
David Winter and David Millstone40 North Management LLC9 West
57th Street, 47th Fl.New York, NY 10019
David and David –
Our Board will review the letter you sent us this morning in a
timely manner.
In that regard, in order for us to complete this review, please
forward to us promptly the additional customary information we
requested in our bid instruction letter of March 25, 2021. This
includes, in particular, the details of your debt and equity
financing commitments, as well as comments on the transaction
documents that we sent to you previously. As we indicated in the
bid instruction letter, if you have questions about any of the
items we have mentioned, our legal and financial advisors remain
available to discuss.
We look forward to hearing from you.
Sincerely,
/s/ Hudson La ForceHudson La ForcePresident and Chief Executive
Officer
Goldman Sachs & Co. LLC and Moelis & Company LLC are
serving as financial advisors and Wachtell, Lipton, Rosen &
Katz is serving as legal counsel to Grace.
About GraceBuilt on talent, technology, and
trust, Grace is a leading global specialty chemical company. The
company’s two industry-leading business segments—Catalysts
Technologies and Materials Technologies—provide innovative
products, technologies, and services that enhance the products and
processes of our customers around the world. With approximately
4,000 employees, Grace operates and/or sells to customers in over
60 countries. More information about Grace is available at
grace.com.
Forward-Looking Statements This announcement
contains forward-looking statements, that is, information related
to future, not past, events. Such statements generally include the
words “believes,” “plans,” “intends,” “targets,” “will,” “expects,”
“suggests,” “anticipates,” “outlook,” “continues,” or similar
expressions. Forward-looking statements include, without
limitation, statements regarding future: financial positions;
results of operations; cash flows; financing plans; business
strategy; operating plans; capital and other expenditures; impact
of COVID-19 on Grace’s business; competitive positions; growth
opportunities for existing products; benefits from new technology;
benefits from cost reduction initiatives; succession planning; and
markets for securities. For these statements, Grace claims the
protections of the safe harbor for forward-looking statements
contained in Section 27A of the Securities Act and Section 21E of
the Exchange Act. Grace is subject to risks and uncertainties that
could cause actual results or events to differ materially from its
projections or that could cause forward-looking statements to prove
incorrect. Factors that could cause actual results or events to
differ materially from those contained in the forward-looking
statements include, without limitation: risks related to foreign
operations, especially in areas of active conflicts and in emerging
regions; the costs and availability of raw materials, energy, and
transportation; the effectiveness of Grace’s research and
development and growth investments; acquisitions and divestitures
of assets and businesses; developments affecting Grace’s
outstanding indebtedness; developments affecting Grace’s pension
obligations; legacy matters (including product, environmental, and
other legacy liabilities) relating to past activities of Grace; its
legal and environmental proceedings; environmental compliance costs
(including existing and potential laws and regulations pertaining
to climate change); the inability to establish or maintain certain
business relationships; the inability to hire or retain key
personnel; natural disasters such as storms and floods; fires and
force majeure events; the economics of our customers’ industries,
including the petroleum refining, petrochemicals, and plastics
industries, and shifting consumer preferences; public health and
safety concerns, including pandemics and quarantines; changes in
tax laws and regulations; international trade disputes, tariffs,
and sanctions; the potential effects of cyberattacks; and those
additional factors set forth in Grace’s most recent Annual Report
on Form 10-K, quarterly reports on Form 10-Q, and current reports
on Form 8-K, which have been filed with the Securities and Exchange
Commission and are readily available on the internet at
www.sec.gov. Grace’s reported results should not be considered as
an indication of its future performance. Readers are cautioned not
to place undue reliance on Grace’s projections and other
forward-looking statements, which speak only as of the dates those
projections and statements are made. Grace undertakes no obligation
to release publicly any revisions to any projections or other
forward-looking statements contained in this announcement, or to
update them to reflect events or circumstances occurring after the
date of this announcement.
Media RelationsJamie Moser / Scott BisangJoele
Frank, Wilkinson Brimmer Katcher212-355-4449 |
Investor RelationsJason Hershiser+1
410.531.8835jason.hershiser@grace.com |
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