REG - Quanex Building Prod Tyman PLC - Offer Update

TymanAnnouncement

27/06/2024 09:15

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RNS Number : 1490U  Quanex Building Products Corp  27 June 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

27 June 2024

RECOMMENDED CASH AND SHARE OFFER

FOR

TYMAN PLC ("TYMAN")

BY

QUANEX BUILDING PRODUCTS CORPORATION ("QUANEX")

to be implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

Filing of Amendments and Supplemental Disclosures to the Definitive Proxy
Statement

On 22 April 2024, the boards of Quanex and Tyman announced that they had
reached agreement on the terms of a recommended cash and share offer for the
entire issued ordinary share capital of Tyman (the "Transaction") (the
"Transaction Announcement").  It is intended that the Transaction will be
effected by means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act (the "Scheme").

On 11 June 2024, Tyman published a shareholder circular relating to the Scheme
(the "Scheme Document") and convening the Court Meeting and the General
Meeting.

Save as otherwise defined, capitalised terms in this announcement (the
"Announcement") have the same meaning as set out in the Scheme Document.

Definitive Proxy Statement

On 6 June 2024, Quanex filed a definitive proxy statement (the "Proxy
Statement") with the United States Securities and Exchange Commission (the
"SEC") in connection with the Transaction.

Quanex is pleased to announce that today it filed a Current Report on Form 8-K
(the "Form 8-K") with the SEC containing supplements to the Proxy Statement.
The Form 8-K is available to view on the SEC's website at http://www.sec.gov
(http://www.sec.gov) and (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions) on Quanex's website (at
https://www.roadto2b.com (https://www.roadto2b.com) ).

Enquiries

Quanex

Scott Zuehlke - Senior Vice President, Chief Financial Officer and
Treasurer                          +1 713 877 5327

UBS

(Sole Financial adviser to Quanex)

London: Joe Hannon, Romine Hakme, Josh
Chauhan
                             +44 20 7567 8000

New York: Simon Smith, Jane Zovak, Vijay Kumra
 
                             +1 212 713 2000

Joele Frank, Wilkinson Brimmer Katcher

(PR adviser to Quanex)

Arielle
Rothstein
+1 212 355 4449

Andrew Siegel

Lyle Weston

Travers Smith LLP is acting as English legal adviser to Quanex and Foley &
Lardner LLP is acting as US legal adviser to Quanex in connection with the
Transaction.

Important notices about financial advisers

UBS AG London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority ("PRA") and subject to regulation in the
United Kingdom by the Financial Conduct Authority ("FCA") and limited
regulation in the United Kingdom by the PRA. UBS is acting exclusively as sole
financial adviser to Quanex and for no one else in connection with the
Transaction and will not be responsible to anyone other than Quanex for
providing the protections afforded to its clients nor for providing advice in
relation to the Transaction, the contents of this Announcement or any other
matters referred to in this Announcement. Neither UBS nor any of its
subsidiaries, branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of UBS in
connection with the Transaction, this Announcement and any statement contained
herein or otherwise.

No Offer or Solicitation

This Announcement is for informational purposes only and is not intended to
and does not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of
applicable law. In particular, this Announcement is not an offer of securities
for sale into the United States or in any other jurisdiction. No offer of
securities shall be made in the United States absent registration under the US
Securities Act, or pursuant to an exemption from, or in a transaction not
subject to, such registration requirements. Any securities issued in the
Transaction are anticipated to be issued in reliance upon an exemption from
such registration requirements pursuant to Section 3(a)(10) of the US
Securities Act.

The Transaction will be made solely by means of the Scheme Document, or (if
applicable) pursuant to an Offer Document to be published by Quanex, which (as
applicable) contains or would contain the full terms and conditions of the
Transaction. Any decision in respect of, or other response to, the
Transaction, should be made only on the basis of the information contained in
such document(s) and the Definitive Proxy Statement. As explained below, if
Quanex ultimately seeks to implement the Transaction by way of a Takeover
Offer, that offer will be made in compliance with applicable US laws and
regulations.

This Announcement does not constitute a prospectus or a prospectus exempted
document.

This Announcement has been prepared for the purpose of complying with English
law and the Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions other than England and Wales.

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) under the US Exchange Act, Quanex or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of,
or arrangements to purchase, shares or other securities of Tyman outside of
the US, other than pursuant to the Transaction, until the date on which the
Transaction and/or Scheme becomes Effective, lapses or is otherwise withdrawn.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases or arrangements to purchase will be disclosed as required in the UK,
will be reported to a Regulatory Information Service and will be available on
the London Stock Exchange website at www.londonstockexchange.com
(https://url.uk.m.mimecastprotect.com/s/HmvQC8p4cWJJ1Ou1Lk-U?domain=londonstockexchange.com)
.

Important Additional Information will be Filed with the SEC

This Announcement may be deemed to be solicitation material in respect of the
Transaction, including the issuance of the New Quanex Shares. In connection
with the Transaction, Quanex has filed the Definitive Proxy Statement with the
SEC. To the extent Quanex effects the Transaction as a Scheme under English
law, the issuance of New Quanex Shares would not be expected to require
registration under the US Securities Act in reliance upon an exemption
pursuant to Section 3(a)(10) of the US Securities Act. If, in the future,
Quanex exercises its right to implement the Transaction by way of a Takeover
Offer or otherwise in a manner that is not exempt from the registration
requirements of the US Securities Act, such issuance of New Quanex Shares will
be made in compliance with applicable US laws and regulations. BEFORE MAKING
ANY VOTING DECISION, QUANEX'S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC
IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE IN THE
DEFINITIVE PROXY STATEMENT CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE SHARE ISSUANCE
PROPOSAL. Quanex's Stockholders and investors will be able to obtain, without
charge, a copy of the Definitive Proxy Statement (or, if applicable, the
registration statement) and other relevant documents filed with the SEC from
the SEC's website at http://www.sec.gov (http://www.sec.gov) or by directing a
written request to Quanex (Attention: Investor Relations) at 945 Bunker Hill
Road, Suite 900, Houston, Texas 77024 or from Quanex's website
at https://www.roadto2b.com (https://www.roadto2b.com) .

Participants in the Solicitation

Quanex and certain of its directors and executive officers and employees may
be considered participants in the solicitation of proxies from the Quanex
Stockholders in respect of the Transaction, including the share issuance
proposal. Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of Quanex Stockholders in
connection with the Transaction, including a description of their direct or
indirect interests, by security holdings or otherwise, are set forth in the
Definitive Proxy Statement filed with the SEC. Additional information
regarding Quanex's directors and executive officers is contained in Quanex's
Annual Report on Form 10-K for the fiscal year ended October 31, 2023 and its
annual meeting proxy statement on Schedule 14A, dated January 25, 2024, which
are filed with the SEC.

Overseas jurisdictions

The release, publication or distribution of this Announcement in or into
jurisdictions other than the United Kingdom may be restricted by the laws of
those jurisdictions and therefore persons into whose possession this
Announcement comes should inform themselves about, and observe, such
restrictions. In particular, the ability of persons who are not resident in
the United Kingdom to vote their Tyman Shares at the Court Meeting or General
Meeting, or to appoint another person as proxy to vote at the Court Meeting or
General Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Further details in relation to the
Overseas Shareholders will be contained in the Scheme Document (or, if the
Transaction is to be implemented by a Takeover Offer, the Offer Document). Any
failure to comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Transaction disclaim
any responsibility or liability for the violation of such restrictions by any
person.

Unless otherwise determined by Quanex or required by the Takeover Code, and
permitted by applicable law and regulation, the Transaction will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such means from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction and no person may vote in favour of
the Transaction by use of mail or any other means of instrumentality
(including, without limitation, facsimile, email or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of, any Restricted
Jurisdiction.

Accordingly, copies of this Announcement and all documents relating to the
Transaction are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to the
Transaction (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such jurisdictions where to
do so would violate the laws in that jurisdiction. Doing so may render invalid
any related purported vote in respect of the Transaction. If the Transaction
is implemented by way of a Takeover Offer (unless otherwise permitted by
applicable law or regulation), the Transaction may not be made, directly or
indirectly, in or into, or by use of mail or any other means or
instrumentality (including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities exchange of, any
Restricted Jurisdiction and the Transaction will not be capable of acceptance
by any such use, means, instrumentality or facilities from within any
Restricted Jurisdiction.

The availability of the Transaction or of New Quanex Shares pursuant to the
Transaction to Tyman Shareholders who are not resident in the United Kingdom
or the ability of those persons to hold such shares may be affected by the
laws of the relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and observe,
any applicable requirements.

The Transaction shall be subject to English law and the jurisdiction of the
Court and to the applicable requirements of the Takeover Code, the Panel, the
London Stock Exchange, the FCA, the Listing Rules and the Registrar of
Companies.

Additional information for US investors in Tyman

Tyman Shareholders in the United States should note that the Transaction
relates to the securities of a UK company and is proposed to be effected by
means of a scheme of arrangement under English law. This Announcement, the
Scheme Document and certain other documents relating to the Transaction have
been or will be prepared in accordance with English law, the Takeover Code and
UK disclosure requirements, format and style, all of which differ from those
in the United States. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules under the US Exchange
Act. Accordingly, the Transaction is subject to the disclosure requirements of
and practices applicable in the United Kingdom to schemes of arrangement,
which differ from the disclosure requirements of the United States tender
offer rules. If, in the future, Quanex exercises the right to implement the
Transaction by way of a Takeover Offer and determines to extend the offer into
the United States, the Transaction will be made in compliance with applicable
United States laws and regulations, including any applicable exemptions under
the US Securities Act or US Exchange Act.

Tyman's financial statements, and all financial information that may be
included in the Scheme Document, or any other documents relating to the
Transaction, have been or will be prepared in accordance with International
Financial Reporting Standards and may not be comparable to financial
statements of companies in the United States or other companies whose
financial statements are prepared in accordance with US generally accepted
accounting principles ("US GAAP"). The financial information included in the
Scheme documentation in relation to Quanex has been or will have been prepared
in accordance with US GAAP, except as otherwise specified therein.

It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, since Tyman is located outside of the
US, and some or all of its officers and directors may be residents of
countries other than the US. US holders may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's jurisdiction or judgment.

The New Quanex Shares to be issued pursuant to the Transaction have not been
registered under the US Securities Act, and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the US Securities Act. The New Quanex Shares to
be issued pursuant to the Transaction are expected to be issued in reliance
upon an exemption from such registration requirements pursuant to Section
3(a)(10) of the US Securities Act. If, in the future, Quanex exercises its
right to implement the Transaction by way of a Takeover Offer or otherwise in
a manner that is not exempt from the registration requirements of the US
Securities Act, such issuance of New Quanex Shares will be made in compliance
with applicable US laws and regulations. In this event, Tyman Shareholders are
urged to read these documents and any other relevant documents filed with the
SEC, as well as any amendments or supplements to those documents, because they
will contain important information. Such documents will be available free of
charge at the SEC's website at www.sec.gov or by directing a request to
Quanex's Investor Relations team identified above.

New Quanex Shares issued to persons other than "affiliates" of Quanex (defined
as certain control persons, within the meaning of Rule 144 under the US
Securities Act) will be freely transferable under US federal securities laws
and regulations following the Transaction. Persons (whether or not US persons)
who are or will be "affiliates" of Quanex within 90 days prior to, or after,
the Effective Date will be subject to certain transfer restrictions relating
to the New Quanex Shares under US federal securities laws and regulations.

Forward-looking statements

This Announcement may contain "forward-looking statements". These statements
are based on the current expectations of the management of Quanex and are
naturally subject to uncertainty and changes in circumstances. The
forward-looking statements contained in this document include statements
relating to the expected effects of the Transaction, the expected timing and
scope of the Transaction, and other statements other than historical facts.
Forward-looking statements include statements typically containing words such
as "will", "may", "should", "believe", "intends", "expects", "anticipates",
"targets", "estimates" and words of similar import and including statements
relating to future capital expenditures, expenses, revenues, economic
performance, financial conditions, dividend policy, losses and future
prospects and business and management strategies and the expansion and growth
of the operations of Quanex following completion of the Transaction. Although
Quanex believes that the expectations reflected in such forward-looking
statements are reasonable, Quanex can give no assurance that such expectations
will prove to be correct. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on circumstances
that will occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by such forward looking statements. These factors include: the
possibility that the Transaction will not be completed on a timely basis or at
all, whether due to the failure to satisfy the conditions of the Transaction
(including approvals or clearances from regulatory and other agencies and
bodies) or otherwise, general business and economic conditions globally,
industry trends, competition, changes in government and other regulation, the
nature, cost and outcome of any legal proceedings related to the Transaction,
changes in political and economic stability, disruptions in business
operations due to reorganization activities, interest rate and currency
fluctuations, the inability of the combined company to realize successfully
any anticipated synergy benefits when (and if) the Transaction is implemented,
the inability of the Enlarged Group to integrate successfully Quanex's and
Tyman's operations when (and if) the Transaction is implemented and the
Enlarged Group incurring and/or experiencing unanticipated costs and/or delays
or difficulties relating to the Transaction when (and if) it is implemented.
Additional information concerning these and other risk factors is contained in
the Risk Factors sections of the Proxy Statement Quanex filed with the SEC on
June 6, 2024 and Quanex's most recent reports on Form 10-K and Form 10-Q, the
contents of which are not incorporated by reference into, nor do they form
part of, this Announcement.

These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks, as well as
uncertainties because they relate to events and depend on circumstances that
will occur in the future. The factors described in the context of such
forward-looking statements in this Announcement may cause the actual results,
performance or achievements of any such person, or industry results and
developments, to be materially different from any results, performance or
achievements expressed or implied by such forward-looking statements. No
assurance can be given that such expectations will prove to have been correct
and persons reading this Announcement are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only as at the
date of this Announcement. All subsequent oral or written forward-looking
statements attributable to Quanex or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement above.
Quanex undertakes no obligation to update publicly or revise forward-looking
statements, whether as a result of new information, future events or
otherwise, except to the extent required by applicable law, regulation or
stock exchange rules.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be interpreted to
mean that earnings or earnings per share for Tyman or Quanex for the current
or future financial years would necessarily match or exceed the historical
published earnings or earnings per share for Tyman or Quanex.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website
at www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk/) ,
including details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

Publication of this Announcement on website

A copy of this Announcement and the 8-K will be made available, free of
charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on Quanex's website at https://www.roadto2b.com/
(https://www.roadto2b.com/)  by no later than 12:00 p.m. (London time) on the
Business Day following this Announcement.

For the avoidance of doubt, the contents of this website and any website
accessible from hyperlinks on this website are not incorporated into, and do
not form part of, this Announcement.

Information relating to Tyman Shareholders

Please be aware that addresses, electronic addresses and certain information
provided by Tyman Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Tyman may be provided
to Quanex during the Offer Period as required under Section 4 of Appendix 4 of
the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

General

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

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