Grace and 40 North Agree to Extension of Director Nomination Deadline
April 14 2021 - 5:00PM
W. R. Grace & Co. (NYSE: GRA) and 40 North Management LLC (“40
North”) today announced that the parties have agreed to extend the
nomination deadline for 40 North to submit director candidates for
election to Grace’s Board of Directors at its 2021 Annual Meeting
of Shareholders from April 15, 2021 until April 26, 2021. Grace and
40 North are in ongoing discussions regarding a potential
transaction. There can be no assurance that a transaction will
result and the parties have agreed not to comment further before
April 26, 2021.
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.
Grace ContactsInvestors:Jason
Hershiser(410) 531-8835jason.hershiser@grace.com
Dan Burch(212) 929-5748dburch@mackenziepartners.com
Media:Jamie Moser / Scott BisangJoele Frank,
Wilkinson Brimmer Katcher(212) 355-4449
40 North
ContactsInvestors:Scott Winter /
Jonathan SalzbergerInnisfree M&A Incorporated(212) 750-5833
Media: Lex Suvanto Edelman
Lex.Suvanto@edelman.com (646) 775-8337
Patrick Ryan Edelman Patrick.Ryan@edelman.com (610) 306-7536
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