REG - Tyman PLC - Recommended Cash and Share Offer
22/04/2024 07:00
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RNS Number : 4765L Tyman PLC 22 April 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
22 April 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
Summary
· The boards of Quanex and Tyman are pleased to
announce that they have reached agreement on the terms of a recommended cash
and share offer pursuant to which Quanex will acquire the entire issued and to
be issued ordinary share capital of Tyman (the "Transaction"). The Transaction
is intended to be implemented by means of a court-sanctioned scheme of
arrangement under Part 26 of the Companies Act.
· Under the terms of the Transaction, Tyman
Shareholders will be entitled to receive for each Tyman Share held at the
Scheme Record Time:
- 240.0 pence in cash; and
- 0.05715 of a New Quanex Share,
(the "Main Offer").
· The Main Offer comprises approximately 60 per cent.
by value in cash and approximately 40 per cent. by value in New Quanex Shares.
· As an alternative to the Main Offer, Tyman
Shareholders will be able to elect to receive the consideration in respect of
their entire holding of Tyman Shares in Quanex Shares at a ratio of 0.14288 of
a New Quanex Share to every 1 Tyman Share held at the Scheme Record Time (the
"Capped All-Share Alternative").
· The Capped All-Share Alternative will be made
available in respect of up to 25 per cent. of the Tyman Shares outstanding on
the Effective Date. To the extent that valid elections for the Capped
All-Share Alternative received cannot be satisfied in full, they will be
scaled back as nearly as possible on a pro-rata basis with the remaining
consideration payable in cash and New Quanex Shares in the proportions
applicable to the Main Offer (with any fractions of New Quanex Shares
resulting from such scaling to be dealt with as set out in the paragraph
entitled "Structure of the Transaction" below).
· Based on Quanex's share price of US$34.64 on 19
April 2024 (being the Latest Practicable Date) and the Exchange Rate:
- 0.05715 of a New Quanex Share (issued under
the Main Offer) is equivalent to 160.0 pence; and
- 0.14288 of a New Quanex Share (issued under
the Capped All-Share Alternative) is equivalent to 400.0 pence.
Accordingly, and on the above basis, the Main Offer and the Capped All-Share
Alternative value each Tyman Share at 400.0 pence as at the Latest Practicable
Date.
· Further, based on Quanex's share price of US$34.64
on 19 April 2024 (being the Latest Practicable Date) and the Exchange Rate,
the Transaction:
- values the entire issued and to be issued
share capital of Tyman at approximately £788 million;
- represents a premium of approximately 35.1
per cent. to the Closing Price of 296.0 pence per Tyman Share on the Latest
Practicable Date;
- represents a premium of approximately 39.6
per cent. to the Closing ex Dividend Price of 286.5 pence per Tyman Share on
the Latest Practicable Date;
- represents a premium of approximately 36.0
per cent. to the one-month volume weighted average price of 294.2 pence per
Tyman Share during the one-month period ended on the Latest Practicable Date;
and
- represents a premium of approximately 40.5
per cent. to the six-month volume weighted average price of 284.8 pence per
Tyman Share during the six-month period ended on the Latest Practicable Date.
· Each of the Tyman Directors who holds Tyman Shares
has irrevocably undertaken to vote or procure votes in favour of the Scheme
(or, if the Transaction is to be implemented by way of a Takeover Offer,
accept or procure the acceptance of the Takeover Offer), in respect of their
entire beneficial holdings of Tyman Shares.
· In addition to the irrevocable undertakings from
the Tyman Directors, Quanex has also received an irrevocable undertaking from
Teleios Global Opportunities Master Fund, Ltd acting through its manager
Teleios Capital Partners LLC ("Teleios") to vote (or procure the votes) in
favour of the Scheme in respect of 16.4 per cent. of the Tyman Shares and to
accept the Capped All-Share Alternative in respect of its entire holding of
Tyman Shares.
· Upon completion of the Transaction, and subject to
the elections made by Tyman Shareholders, Tyman Shareholders will own between
approximately 30 per cent. (if all Tyman Shareholders, other than Teleios,
receive the Main Offer) and approximately 32 per cent. (if all Tyman
Shareholders elect to receive the Capped All-Share Alternative) of the
Enlarged Group as at the Latest Practicable Date. Pursuant to the Transaction,
Tyman will become a wholly-owned subsidiary of Quanex. The transmission of New
Quanex Shares by the transfer agent shall be subject to any applicable legal
or regulatory conditions required in connection with such transmission.
· Tyman Shareholders who do not positively elect to
receive the Capped All-Share Alternative will automatically receive the Main
Offer. Each Tyman Shareholder shall only be entitled to elect to receive the
Capped All-Share Alternative in respect of all (and not some) of the Tyman
Shares held by them.
· Quanex has agreed to provide an observer right on
the Quanex board to any person who: (i) is beneficially interested in 16 per
cent. or more of the fully diluted ordinary share capital of Tyman when the
Transaction is Effective; (ii) will, following the issue of the New Quanex
Shares to Tyman Shareholders pursuant to the terms of the Transaction, be
beneficially interested in 5 per cent. or more of the issued Quanex Shares
when such New Quanex Shares are listed on the NYSE, taking into account only
(x) those New Quanex Shares which are issued to Tyman Shareholders pursuant to
the terms of the Transaction (and no other Quanex Shares, howsoever acquired
or received by them) as the numerator for such calculation and (y) only the
aggregated number of all New Quanex Shares and Quanex Shares (excluding shares
held in treasury) in issue as at the date of this Announcement as the
denominator for such calculation; and (iii) has obtained any required
regulatory or legal approvals necessary for such person to take up such right.
Quanex will be entitled to terminate this observer right on the date of
Quanex's 2026 annual general meeting. Further details will be set out in the
Scheme Document.
· Tyman Shareholders will continue to be entitled to
receive the final dividend of 9.5 pence per Tyman Share announced by Tyman on
7 March 2024 for the financial year ended 31 December 2023 (the "FY23
Dividend"). If any other dividend, distribution and/or other return of value
is proposed, authorised, declared, made or paid or becomes payable in respect
of Tyman Shares on or after the date of this Announcement and before the
Effective Date (other than, or in excess of, the FY23 Dividend), Quanex
reserves the right to reduce the consideration (and, accordingly, the Main
Offer and the Capped All-Share Alternative) by the amount of any such
dividend, distribution and/or other return of value.
Compelling Strategic and Financial Rationale for the Transaction
The Quanex Directors believe that the acquisition of Tyman offers compelling
industrial logic and strategic rationale, while offering a significant value
creation opportunity for stockholders in the Enlarged Group, as it:
· presents a unique opportunity to create a larger,
more diversified supplier of components and access solutions to customers in
the building products sector, particularly across the fenestration portfolio
in North America;
· strengthens brand leadership with the addition of
Tyman's highly regarded family of brands and complementary product portfolio;
· aligns with Quanex's "BIGGER" strategic roadmap for
growth and value creation; and
· unlocks substantial value creation for both Quanex
and Tyman shareholders through a material cost synergy opportunity.
In addition, the Enlarged Group will benefit from an enhanced financial
profile:
· increased scale with combined fiscal year 2023
revenues of approximately US$2 billion and attractive profitability driven by
significant synergy potential with a higher EBITDA margin (based on financial
year ended 31 October 2023 for Quanex and 31 December 2023 for Tyman and after
taking into account the impact of run-rate cost synergies of US$30 million
expected to be fully achieved by the second year following completion of the
Transaction);
· meaningfully earnings accretive in the first full
financial year following completion of the Transaction, taking into account
the full impact of expected cost synergies; and
· strong cash flow generation which will support
further investment in growth opportunities as well as rapid deleveraging.
The Quanex Directors have approved the Transaction and intend to recommend
unanimously that Quanex Stockholders vote in favour of the Quanex Share
Proposal.
Unanimous Recommendation by the Tyman Directors
· The Tyman Directors, who have been so advised by
Greenhill as to the financial terms of the Transaction, consider the terms of
the Main Offer and Capped All-Share Alternative to be fair and reasonable. In
providing advice to the Tyman Directors, Greenhill has taken into account the
commercial assessments of the Tyman Directors. Greenhill is providing
independent financial advice to the Tyman Directors for the purposes of Rule 3
of the Takeover Code.
· Accordingly, the Tyman Directors intend to
recommend unanimously that Tyman Shareholders vote or procure votes to approve
the Scheme at the Court Meeting and to vote or procure votes in favour of the
Tyman Resolutions at the General Meeting as the Tyman Directors who hold Tyman
Shares at the date of this Announcement have irrevocably undertaken to do (or
procure to be done) in respect of their own beneficial holdings, totalling
446,094 Tyman Shares, representing approximately 0.23 per cent. of the issued
share capital of Tyman as at the Latest Practicable Date.
· However, the Tyman Directors are not able to and do
not give any advice or recommendation to Tyman Shareholders as to whether they
should elect to receive the Capped All-Share Alternative as its benefits will
depend on each Tyman Shareholder's individual tax and financial situation.
Tyman Shareholders should consider whether the Capped All-Share Alternative is
suitable in light of their own personal circumstances and investment
objectives and are, therefore, strongly recommended to seek their own
independent financial, tax and legal advice and to read in full this
Announcement and the Scheme Document (when published) before deciding whether
to elect to receive the Capped All-Share Alternative.
Irrevocable Undertakings
· In addition to the irrevocable undertakings from
the Tyman Directors who hold Tyman Shares at the date of this Announcement,
Quanex has also received an irrevocable undertaking from Teleios to vote (or
procure the votes) to approve the Scheme at the Court Meeting and to vote (or
procure the votes) in favour of the Tyman Resolutions at the General Meeting
in respect of a total of 32,347,981 Tyman Shares representing approximately
16.4 per cent. of the issued share capital of Tyman as at the Latest
Practicable Date.
· Therefore, as at the date of this Announcement,
Quanex has received irrevocable undertakings in respect of a total of
32,794,075 Tyman Shares representing approximately 16.7 per cent. of the
issued share capital of Tyman as at the Latest Practicable Date. Full details
of the irrevocable undertakings are set out in Appendix 3 to this
Announcement.
Transaction Structure
· It is intended that the Transaction will be
implemented by way of a court-sanctioned scheme of arrangement under Part 26
of the Companies Act. However, Quanex reserves the right to elect to implement
the Transaction by way of a Takeover Offer, subject to the consent of the
Panel and the terms of the Co-operation Agreement.
· The terms of the Transaction will be put to Tyman
Shareholders at the Court Meeting and at the General Meeting. In order to
become Effective, the Scheme must be approved by a majority in number of the
Scheme Shareholders voting at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Scheme Shares voted. In
addition, the Tyman Resolutions must be passed by the requisite majority or
majorities at the General Meeting. The Scheme will also need to be sanctioned
by the Court. Finally, a copy of the Court Order must be delivered to the
Registrar of Companies for registration, upon which the Scheme will become
Effective.
· The Transaction, Main Offer and Capped All-Share
Alternative will be made in accordance with the Takeover Code and on the terms
and subject to the Conditions which are set out in Appendix 1 to this
Announcement and on the further terms and conditions that will be set out in
the Scheme Document. The Conditions include (amongst others):
- the receipt or waiver of any applicable
antitrust approvals or clearances in the United States and the United Kingdom;
- approval of Tyman Shareholders at the Court
Meeting and the General Meeting;
- the issuance of the New Quanex Shares in
connection with the Transaction having been approved by Quanex Stockholders at
the Quanex Stockholder Meeting;
- confirmation having been received by Quanex
that the New Quanex Shares have been approved for listing, subject to official
notice of issuance, on the NYSE;
- the sanction of the Scheme by the Court; and
- the delivery of a copy of the Court Order to
the Registrar of Companies for registration.
· It is expected that the Scheme Document, containing
further information about the Transaction and notices of the Court Meeting and
the General Meeting, will be posted to Tyman Shareholders (other than those
resident in Restricted Jurisdictions) along with the Forms of Proxy and Form
of Election in May 2024. However, this timing may be delayed dependent on the
timing of the filing of the Proxy Statement and the Panel has agreed to the
request of Tyman and Quanex that, to the extent required, the publication of
the Scheme Document may be delayed beyond the 28 day period required under
paragraph 3(a) of Appendix 7 of the Takeover Code by Tyman in order that
shareholder materials are published to Tyman Shareholders on or around the
same date as the Proxy Statement is posted to Quanex Stockholders. To the
extent a delay in publication is required, it is expected that shareholder
materials would be published by the end of Q2 2024.
· It is also expected that a Proxy Statement,
containing details of the Transaction, notice of the Quanex Stockholder
Meeting, information on the New Quanex Shares and a proposal for the Quanex
Share Proposal, will be mailed to Quanex Stockholders around the same time as
the Scheme Document is posted to Tyman Shareholders, provided that the SEC has
completed its review or confirmed no review of the Proxy Statement, with the
Quanex Stockholder Meeting being held as soon as possible thereafter.
· Quanex may also file additional documents with the
SEC in relation to the Transaction. Quanex urges Quanex Stockholders to read
these materials and the Proxy Statement carefully when they become available.
· Quanex intends prior to completion of the
Transaction to establish a CREST depositary interest dealing facility for the
benefit of Tyman Shareholders to facilitate the trading of Quanex Shares from
outside the USA. Details of how UK shareholders can hold, access, and trade
the New Quanex Shares will be set out in the Scheme Document.
· The Transaction is currently expected to become
Effective in the second half of calendar year 2024, subject to the
satisfaction or waiver of the Conditions and certain further terms set out in
Appendix 1 to this Announcement and to the full terms and conditions of the
Transaction which will be set out in the Scheme Document. An expected
timetable of principal events will be included in the Scheme Document.
Commenting on the Transaction, Mr. George L. Wilson, the Chairman of the
Board, President and Chief Executive Officer of Quanex, said:
"This transformative acquisition accelerates our journey to becoming "BIGGER",
creating a leading supplier of building products with a more diverse
geographic footprint, product offering and customer base. With significantly
enhanced scale, we are looking forward to fully optimizing our portfolio of
products and assets to position Quanex as a comprehensive solutions provider
for our customers. Importantly, we expect employees of both companies to also
benefit from increased opportunities as part of a larger organization with
expanded engineering, design and manufacturing capabilities.
As one company, we will have an enhanced financial profile grounded in
attractive margins, strong free cash flow and a healthy balance sheet, that
will enable us to invest in organic and inorganic growth opportunities to
deliver superior returns for investors. The industrial logic and strategic
rationale of bringing Quanex and Tyman together are clear and compelling, and
we are confident in our ability to drive meaningful value creation for both
Quanex and Tyman shareholders and enhanced market offerings for our customer
base."
Commenting on the Transaction, Nicky Hartery, Non-Executive Chair of Tyman,
said:
"This transformative and complementary transaction will strengthen the
enlarged business for the benefit of all our customers, employees and other
stakeholders. In the context of a rapidly evolving North American marketplace,
our Board ultimately determined that this transaction is the best path to
maximising value for Tyman Shareholders, who will be able to realise a
meaningful portion of their holding in cash at a significant premium to the
prevailing share price while also participating in the future upside of the
enlarged group. Today marks the beginning of an exciting next chapter for
Tyman and our talented employees, and we look forward to joining with Quanex
to deliver future growth and success."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement. The Transaction will be subject to the Conditions
and further terms set out in Appendix 1 to this Announcement and to the full
terms and conditions which will be set out in the Scheme Document. Appendix 2
to this Announcement contains the sources of information and bases of
calculations of certain information contained in this Announcement. Appendix 3
to this Announcement contains a summary of the irrevocable undertakings
received in relation to this Transaction. Appendix 4 to this Announcement
contains the Quantified Financial Benefits Statement, together with the
reports from KPMG, Quanex's reporting accountants and UBS, Quanex's sole
financial adviser as required under Rule 28.1(a) of the Takeover Code.
Appendix 5 to this Announcement contains definitions of certain expressions
used in this summary and in this Announcement.
Quanex will host a conference call today at 8:30 a.m. ET / 7:30 a.m. CT / 1:30
p.m. BST to discuss this transaction. Participants can pre-register for the
conference call using the following link:
https://register.vevent.com/register/BI5b79d00466184ba4ae6b79930f67dd32.
Registered participants will receive an email containing conference call
details for dial-in options. To avoid delays, it is recommended that
participants dial into the conference call ten minutes ahead of the scheduled
start time.
A link to the live audio webcast will be available on Quanex's website at
http://www.quanex.com in the Investors section under Presentations &
Events. A replay will be available for a limited time on Quanex's website at
http://www.quanex.com in the Investors section under Presentations &
Events.
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
Tyman
Rutger Helbing - Chief Executive Officer
+44 207 976 8000
Jason Ashton - Chief Financial Officer
Greenhill
(Lead Financial adviser to Tyman)
Charles Montgomerie
+44 207 198 7400
David Wyles
Charles Spencer
Deutsche Numis
(Financial adviser and Corporate broker to Tyman)
Jonathan Wilcox
+44 207 260 1000
Richard Thomas
MHP Group
(PR adviser to Tyman)
Reg Hoare
+44 7801 894577 / tyman@mhpgroup.com
Rachel Farrington
Matthew Taylor
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.
Latham and Watkins (London) LLP is acting as legal adviser to Tyman in
connection with the Transaction.
This Announcement contains inside information in relation to Tyman. The person
responsible for arranging the release of this Announcement on behalf of Tyman
is Peter Ho, Tyman General Counsel and Company Secretary.
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.
Greenhill & Co. International LLP ("Greenhill"), an affiliate of Mizuho,
which is authorised and regulated in the United Kingdom by the FCA, is acting
as lead financial adviser to Tyman and for no one else in connection with the
Transaction and will not be responsible to anyone other than Tyman 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.
Numis Securities Limited (trading for these purposes as Deutsche Numis)
("Deutsche Numis"), which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting as exclusively for Tyman and no one
else in connection with the matters described in this Announcement and will
not be responsible to anyone other than Tyman for providing the protections
afforded to clients of Deutsche Numis, or for providing advice in connection
with the matters referred to herein. Neither Deutsche Numis nor any of its
group undertakings 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
Deutsche Numis in connection with this Announcement or any matter referred to
herein.
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 to be
published by Tyman in due course, or (if applicable) pursuant to an Offer
Document to be published by Quanex, which (as applicable) 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). 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) of 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 not 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 is expected to file with the 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, it will file a
registration statement on Form S-4 with the SEC that will contain a prospectus
with respect to the issuance of New Quanex Shares. BEFORE MAKING ANY VOTING
DECISION, QUANEX'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT,
INCLUDING THE SCHEME DOCUMENT (OR, IF APPLICABLE, THE OFFER DOCUMENT), AND
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH
THE TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY)
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE
TRANSACTION. Quanex's Stockholders and investors will be able to obtain,
without charge, a copy of the Proxy Statement (or, if applicable, the
registration statement on Form S-4), including the scheme document and/or
offer document (as referred to above), and other relevant documents filed with
the SEC (when available) from the SEC's website at http://www.sec.gov.
Quanex's stockholders and investors will also be able to obtain, without
charge, a copy of the Proxy Statement, including the scheme document and/or
offer document (as referred to above), and other relevant documents (when
available) by directing a written request to Quanex (Attention: Investor
Relations), or from Quanex's website at https://investors.quanex.com/
(https://investors.quanex.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. 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, will be set out in the Proxy Statement when it is filed
with the SEC. 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 is included
in this Announcement or 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 this Announcement and 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 will be issued in reliance upon an
exemption from such registration requirements pursuant to Section 3(a)(10)
under 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, it will file a registration statement with the SEC that will contain a
prospectus with respect to the issuance of New Quanex Shares. 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 contains "forward-looking statements" with respect to the
Quanex Group and the Tyman Group. These statements are based on the current
expectations of the management of Quanex and/or Tyman 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 on Tyman and/or Quanex, 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 or Tyman. Although Tyman and/or Quanex
believes that the expectations reflected in such forward-looking statements
are reasonable, Tyman and/or 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, 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 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 Tyman or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary statement
above. Neither of Quanex or Tyman undertakes any 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.
Use of Non-GAAP financial information
Quanex uses the non-GAAP measures of adjusted EBITDA and net debt in this
Announcement. These non-GAAP financial measures are provided to enhance the
user's understanding of Quanex's past financial performance and its prospects
for the future. Quanex's management team uses these non-GAAP financial
measures in assessing Quanex's performance, as well as in planning and
forecasting future periods. These non-GAAP financial measures are not computed
according to U.S. GAAP and the methods used by Quanex to compute them may
differ from the methods used by other companies. Non-GAAP financial measures
are supplemental, should not be considered a substitute for financial
information presented in accordance with U.S. GAAP and should be read only in
conjunction with Quanex's consolidated financial statements prepared in
accordance with U.S. GAAP.
Quanex is unable to provide a reconciliation of these forward-looking non-GAAP
financial measures to the most comparable U.S. GAAP financial measures because
certain information is dependent on future events, some of which are outside
the control of Quanex. Moreover, estimating such U.S. GAAP financial measures
with the required precision necessary to provide a meaningful reconciliation
is extremely difficult and could not be accomplished without unreasonable
effort.
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.
Quantified Financial Benefits Statement
The statements in the Quantified Financial Benefits Statement relate to future
actions and circumstances which by their nature, involve risks, uncertainties
and contingencies. The synergies and cost savings referred to may not be
achieved, or may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated. No statement in the
Quantified Financial Benefits Statement, or this Announcement generally,
should be construed as a profit forecast or interpreted to mean that the
Enlarged Group's earnings in the first full year following the Effective Date,
or in any subsequent period, would necessarily match or be greater than or be
less than those of Quanex and/or Tyman for the relevant preceding financial
period or any other period. For the purposes of Rule 28 of the Takeover Code,
the Quantified Financial Benefits Statement is the responsibility of Quanex
and the Quanex Directors.
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.
Right to switch to a Takeover Offer
Quanex reserves the right to elect, with the consent of the Panel, and subject
to the terms of the Co-operation Agreement, to implement the Transaction by
way of a Takeover Offer for the entire issued and to be issued ordinary share
capital of Tyman as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Quanex so decides,
on such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendment referred to in Appendix 1 to this Announcement.
Upon sufficient acceptances being received in respect of such Takeover Offer,
Quanex intends to exercise its rights to apply the provisions of Chapter 3 of
Part 28 of the Companies Act so as to acquire compulsorily the remaining Tyman
Shares in respect of which the Takeover Offer has not been accepted.
Publication of this Announcement on website
A copy of this Announcement and the documents required to be published
pursuant to Rule 26.1 of the Takeover Code will be 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/) and Tyman's website at
https://www.tymanplc.com/investor-relations
(https://www.tymanplc.com/investor-relations) 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 these websites and any websites
accessible from hyperlinks on these websites 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.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents, announcements and
information relating to the Transaction is entitled to receive such documents
in hard copy form free of charge. For persons who receive a copy of this
Announcement in electronic form or via a website notification, a hard copy of
this Announcement will not be sent unless so requested. A person may also
request that all future documents, announcements and information in relation
to the Transaction are sent to them in hard copy form.
In accordance with Rule 30.3 of the Takeover Code, Tyman Shareholders, persons
with information rights and participants in Tyman Share Plans may request a
hard copy of this Announcement by contacting Tyman's registrars, Link Group,
on +44 (0) 371 277 1020. Lines are open from 9 a.m. to 5.30 p.m. (London time)
Monday to Friday. Calls are charged at the standard geographical rate and will
vary by provider. Calls from outside the United Kingdom will be charged at the
applicable international rate.
Please note the Shareholder Helpline cannot provide advice on the merits of
the Transaction or the Scheme nor give any financial, investment, legal or tax
advice.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
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.
Rule 2.9
For the purposes of Rule 2.9 of the Takeover Code, Tyman confirms that, as at
the Latest Practicable Date, it had in issue 196,322,249 ordinary shares of
£0.05 each (excluding 439,810 ordinary shares held in treasury). The
International Securities Identification Number ("ISIN") of the Tyman Shares is
GB00B29H4253.
For the purposes of Rule 2.9 of the Takeover Code, Quanex confirms that, as at
the Latest Practicable Date, it had in issue 33,111,593 shares of common stock
(excluding 4,015,431 shares of common stock held in treasury). The ISIN of the
Quanex Shares is US7476191041.
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
22 April 2024
RECOMMENDED CASH And Share OFFER
FOR
Tyman PLC ("Tyman")
BY
Quanex cORPORATION ("Quanex")
to be implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Introduction
The boards of Quanex and Tyman are pleased to announce that they have reached
agreement on the terms of a recommended cash and share offer pursuant to which
Quanex will acquire the entire issued and to be issued ordinary share capital
of Tyman (the "Transaction"). The Transaction is to be implemented by means of
a court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
1. The Transaction
Under the terms of the Transaction, which will be subject to the Conditions
and further terms set out in Appendix 1 to this Announcement and to be set out
in the Scheme Document, Tyman Shareholders will be entitled to receive for
each Tyman Share held at the Scheme Record Time:
· 240.0 pence in cash; and
· 0.05715 of a New Quanex Share,
(the "Main Offer").
The Main Offer comprises approximately 60 per cent. by value in cash and
approximately 40 per cent. by value in New Quanex Shares.
As an alternative to the Main Offer, Tyman Shareholders will be able to elect
to receive the consideration in respect of their entire holding of Tyman
Shares in Quanex Shares at a ratio of 0.14288 of a New Quanex Share to every 1
Tyman Share held at the Scheme Record Time (the "Capped All-Share
Alternative").
The Capped All-Share Alternative will be made available in respect of up to 25
per cent. of the Tyman Shares outstanding on the Effective Date. To the extent
that valid elections for the Capped All-Share Alternative received cannot be
satisfied in full, they will be scaled back as nearly as possible on a
pro-rata basis with the remaining consideration payable in cash and New Quanex
Shares in the proportions applicable to the Main Offer (with any fractions of
New Quanex Shares resulting from such scaling to be dealt with as set out in
paragraph 14 below).
Based on Quanex's share price of US$34.64 on 19 April 2024 (being the Latest
Practicable Date) and the Exchange Rate:
· 0.05715 of a New Quanex Share (issued under the
Main Offer) is equivalent to 160.0 pence; and
· 0.14288 of a New Quanex Share (issued under the
Capped All-Share Alternative) is equivalent to 400.0 pence.
Accordingly, and on the above basis, the Main Offer and the Capped All-Share
Alternative value each Tyman Share at 400.0 pence as at the Latest Practicable
Date.
Further, based on Quanex's share price of US$34.64 on 19 April 2024 (being the
Latest Practicable Date) and the Exchange Rate, the Transaction:
· values the entire issued and to be issued share
capital of Tyman at approximately £788 million;
· represents a premium of approximately 35.1 per
cent. to the Closing Price of 296.0 pence per Tyman Share on the Latest
Practicable Date;
· represents a premium of approximately 39.6 per
cent. to the Closing ex Dividend Price of 286.5 pence per Tyman Share on the
Latest Practicable Date;
· represents a premium of approximately 36.0 per
cent. to the one-month volume weighted average price of 294.2 pence per Tyman
Share during the one-month period ended on the Latest Practicable Date; and
· represents a premium of approximately 40.5 per
cent. to the six-month volume weighted average price of 284.8 pence per Tyman
Share during the six-month period ended on the Latest Practicable Date.
Each of the Tyman Directors who holds Tyman Shares has irrevocably undertaken
to vote or procure votes in favour of the Scheme (or, in the event that the
Transaction is to be implemented by way of a Takeover Offer, accept or procure
the acceptance of the Takeover Offer), in respect of their entire beneficial
holdings of Tyman Shares.
In addition to the irrevocable undertakings from the Tyman Directors, Quanex
has also received an irrevocable undertaking from Teleios to vote (or procure
the votes) in favour of the Scheme in respect of 16.4 per cent. of the Tyman
Shares and to accept the Capped All-Share Alternative in respect of its entire
holding of Tyman Shares.
Upon completion of the Transaction, and subject to the elections made by Tyman
Shareholders, Tyman Shareholders will own between approximately 30 per cent.
(if all Tyman Shareholders, other than Teleios, receive the Main Offer) and
approximately 32 per cent. (if all Tyman Shareholders elect to receive the
Capped All-Share Alternative) of the Enlarged Group as at the Latest
Practicable Date. Pursuant to the Transaction, Tyman will become a
wholly-owned subsidiary of Quanex. The transmission of New Quanex Shares by
the transfer agent shall be subject to any applicable legal or regulatory
conditions required in connection with such transmission.
Tyman Shareholders who do not positively elect to receive the Capped All-Share
Alternative will automatically receive the Main Offer. Each Tyman Shareholder
shall only be entitled to elect to receive the Capped All-Share Alternative in
respect of all (and not some) of the Tyman Shares held by them. Further
details in relation to making an election for the Capped All-Share Alternative
will be contained in the Scheme Document and the Forms of Proxy and Form of
Election.
Quanex has agreed to provide an observer right on the Quanex board to any
person who: (i) is beneficially interested in 16 per cent. or more of the
fully diluted ordinary share capital of Tyman when the Transaction is
Effective; (ii) will, following the issue of the New Quanex Shares to Tyman
Shareholders pursuant to the terms of the Transaction, be beneficially
interested in 5 per cent. or more of the issued Quanex Shares when such New
Quanex Shares are listed on the NYSE, taking into account only (x) those New
Quanex Shares which are issued to Tyman Shareholders pursuant to the terms of
the Transaction (and no other Quanex Shares, howsoever acquired or received by
them) as the numerator for such calculation and (y) only the aggregated number
of all New Quanex Shares and Quanex Shares (excluding shares held in treasury)
in issue as at the date of this Announcement as the denominator for such
calculation; and (iii) has obtained any required regulatory or legal approvals
necessary for such person to take up such right. Quanex will be entitled to
terminate this observer right on the date of Quanex's 2026 annual general
meeting. Further details will be set out in the Scheme Document.
Tyman Shareholders will continue to be entitled to receive the final dividend
of 9.5 pence per Tyman Share announced by Tyman on 7 March 2024 for the
financial year ended 31 December 2023 (the "FY23 Dividend"). If any other
dividend, distribution and/or other return of value is proposed, authorised,
declared, made or paid or becomes payable in respect of Tyman Shares on or
after the date of this Announcement and before the Effective Date (other than,
or in excess of, the FY23 Dividend), Quanex reserves the right to reduce the
consideration (and, accordingly, the Main Offer and the Capped All-Share
Alternative) by the amount of any such dividend, distribution and/or other
return of value.
It is expected that the Scheme Document, containing further information about
the Transaction and notices of the Court Meeting and the General Meeting, will
be posted to Tyman Shareholders (other than those resident in Restricted
Jurisdictions) along with the Forms of Proxy and Form of Election in May 2024.
However, this timing may be delayed dependent on the timing of the filing of
the Proxy Statement and the Panel has agreed to the request of Tyman and
Quanex that, to the extent required, the publication of the Scheme Document
may be delayed beyond the 28 day period required under paragraph 3(a) of
Appendix 7 of the Takeover Code by Tyman in order that shareholder materials
are published to Tyman Shareholders on or around the same date as the Proxy
Statement is posted to Quanex Stockholders. To the extent a delay in
publication is required, it is expected that shareholder materials would be
published by the end of Q2 2024.
It is also expected that a Proxy Statement, containing details of the
Transaction, notice of the Quanex Stockholder Meeting, information on the New
Quanex Shares and a proposal for the Quanex Share Proposal, will be mailed to
Quanex Stockholders around the same time as the Scheme Document is posted to
Tyman Shareholders, provided the SEC has completed its review or confirmed no
review of the Proxy Statement, with the Quanex Stockholder Meeting being held
as soon as possible thereafter.
2. Background to and reasons for the Transaction
Quanex has been following Tyman for a number of years and has been impressed
with the strategy employed by the Tyman Directors and the Tyman management
team in creating a well-balanced and diversified business with a growing
global presence.
Tyman's product offering is highly complementary and synergistic to Quanex's
existing portfolio, which will enable the Enlarged Group to better serve its
customers. Quanex also believes that Tyman's existing business would benefit
from the opportunity to market a broader product offering and range of
services to existing and new customers.
Critically, based on discussions with Tyman's senior management team, Quanex
believes there is a high degree of alignment between the Quanex and Tyman
internal cultural identities and a shared understanding of how people work
together to execute the business strategies.
Overall, the Quanex Directors believe that the acquisition of Tyman offers
compelling industrial logic and strategic rationale, while offering a
significant value creation opportunity for stockholders in the Enlarged Group,
as it:
· presents a unique opportunity to create a larger,
more diversified supplier of components and access solutions to customers in
the building products sector, particularly across the fenestration portfolio
in North America;
· aligns with Quanex's "BIGGER" strategic roadmap,
including its "Bold" acquisition strategy, for growth and value creation;
· strengthens brand leadership with the addition of
Tyman's highly regarded family of brands and complementary product portfolio;
· enhances the financial profile of the Enlarged
Group by accelerating growth, and increasing profitability and cash
generation; and
· unlocks substantial value creation for both Quanex
and Tyman shareholders through a material cost synergy opportunity.
Aligns with Quanex's "BIGGER" strategic roadmap for growth and value creation
· Bold acquisition strategy targeting new lines of
business: The Transaction enhances product offering with a complementary
portfolio, offering opportunity to capture additional market opportunities,
while moving Quanex close to its US$2 billion revenue target.
· Innovative product development driving consistent
growth in core segments: The Transaction will bring further new product
development capabilities while enhancing customer reach.
· Growth-focused strategy incorporating technology
across the platform: The Transaction will bolster global growth potential,
supporting the ability to deliver 'above market' growth.
· Globally-oriented approach that expands reach while
supporting international divisions: The Transaction enhances Quanex's
manufacturing footprint in the US, UK and Germany, while adding exposure into
Southern Europe, Middle East, Australasia and Latin America with Tyman's
existing presence.
· Engaged to maximize positive impact for all
stakeholders: Both Quanex and Tyman have strong mutual commitment to a
sustainability framework, while helping customers drive a sustainable business
model through more energy efficient operations.
· Responsive to ideas and opportunities identified
across the organization: Integration will aim to further streamline and
transform operations, working towards a more efficient manufacturing footprint
and a more flexible operating model.
Creates a larger, more diversified supplier of components and access solutions
to customers in the building products sector
The acquisition by Quanex of Tyman offers a unique opportunity to create a
leading supplier of components to OEMs in the building products sector
globally. The Enlarged Group will:
· have complementary product portfolios of trusted
brands, routes to market and manufacturing processes, as well as a highly
complementary customer base offering significant cross-selling opportunities;
· benefit from a strong business franchise in North
America, with increased global reach for Quanex due to Tyman's international
footprint coupled with Quanex's existing presence in the UK and Germany;
· take advantage of the significantly enhanced scale
to fully optimize its portfolio of products and assets, moving Quanex closer
to becoming a comprehensive solutions provider;
· be well-positioned from a strategic and financial
perspective to grow in attractive categories with value-added positioning,
driven by secular growth (e.g., more energy efficiency product offering); and
· capitalize on expanded engineering, design and
manufacturing capabilities.
Strengthens brand leadership with the addition of Tyman's highly regarded
family of brands and complementary product portfolio
· Tyman's family of brands includes highly-regarded
names in their respective business segments, which boast wide customer bases.
These brands offer product solutions in the window and door hardware,
commercial access solutions, and seals and extrusions verticals, for
residential and commercial users across its North America, UK and Ireland, and
International divisions.
· The Enlarged Group will utilise Tyman's leading
brands, including Amesbury Truth, Lawrence and Bilco in North America; ERA,
Zoo and Access 360 in the UK and Ireland; and Schlegel, Giesse and Reguitti
internationally, implementing a multi-brand strategy to allow increased access
to the combined customer base and drive cross-selling opportunities.
Enhances financial profile of the Enlarged Group by accelerating growth and
increasing profitability
The Enlarged Group is expected to have an enhanced financial profile with
increased scale, greater long-term growth potential, higher profitability, and
strong free cash flow generation supported by a healthy balance sheet
position. The Enlarged Group will be well-positioned to pursue organic growth
and further acquisitions that fit within Quanex's stated "Bold" acquisition
framework.
· Enhanced scale and attractive margins: The
Transaction is expected to result in significantly enhanced scale and reach
for the Enlarged Group with combined 2023 fiscal year revenues of
approximately US$2 billion, with approximately 73 per cent. of combined sales
coming from North America:
- the Enlarged Group is expected to benefit
from an improved margin profile, driven in part by significant cost synergy
potential, with a higher adjusted EBITDA margin (based on financial year ended
31 October 2023 for Quanex and 31 December 2023 for Tyman and after taking
into account the impact of run-rate cost synergies of US$30 million expected
to be fully achieved by the second year following completion of the
Transaction);
- the Quanex Directors believe that the
Enlarged Group will attract a larger universe of shareholders and as a result
increase the trading liquidity of the shares in the Enlarged Group.
· Earnings accretive: The Transaction is expected to
be significantly earnings enhancing after the first full financial year
following completion of the Transaction taking into account full cost
synergies.
· Attractive valuation: The Transaction implies an
attractive value multiple when factoring in full annual run-rate cost
synergies in the context of Quanex's and Tyman's long-term average trading
multiples.
· Strong cash flows and opportunity to invest in
growth: The increased scale is expected to result in operational benefits
which will support more rapid delivery of each of Quanex's and Tyman's
business plans. The Enlarged Group will benefit from a healthy balance sheet,
strong liquidity and an improved cash flow profile.
· Prudent financing structure: At the end of fiscal
year 2024 (assuming completion of the Transaction has occurred), the Enlarged
Group is expected to have a net leverage ratio (being net debt to pro-forma
adjusted EBITDA) of approximately 2.1x. The Quanex Directors believe that
based on strong expected free cash flow generation, the Enlarged Group would
achieve net leverage of approximately 1.5x in the medium-term following
completion of the Transaction. In particular:
- given its prudent capital structure, the
Enlarged Group would be well-positioned to accelerate future growth both
organically and through a joint strategy of value accretive acquisitions, to
generate further returns for shareholders;
- the Enlarged Group will continue to be
focused on total shareholder returns, while exploring capital allocation
options, through stock repurchases, M&A activity and dividend distribution
where prudent and once deleveraging is achieved; and
- the Enlarged Group will continue to review
and optimize its portfolio, including investing in organic and inorganic
growth, and may consider the potential divestiture of non-core assets that, if
completed, would help accelerate debt reduction.
Substantial value creation unlocked for both Tyman and Quanex shareholders
through a material synergy opportunity
The Quanex Directors believe that the Enlarged Group will generate significant
synergies which will provide further value upside to its shareholders. The
Quanex management team has a strong track record of successfully integrating
businesses from previous M&A activity and delivering synergies, including
the acquisitions of Liniar, Woodcraft LMI Custom Mixing, LLC.
Significant recurring cost synergies opportunity
The Quanex Directors, having reviewed and analysed the potential cost
synergies of the Transaction, and taking into account the factors they can
influence, believe that the Enlarged Group can deliver approximately US$30
million of pre-tax recurring cost synergies on an annual run-rate basis,
expected to be realised by the end of the second full year following
completion of the Transaction.
The quantified cost synergies, which are expected to originate from the cost
bases of both Quanex and Tyman, are expected to be realised primarily from:
· approximately 30 per cent. in corporate and listing
related costs, generated from de-duplication and rationalisation of public
company costs and of executive leadership;
· approximately 30 per cent. in procurement savings
from scale economies and consolidation of overlapping spend categories; and
· approximately 40 per cent. in savings from
consolidation and de-duplication of overlapping administrative and commercial
functions and activities.
The Quanex Directors expect approximately 50 per cent. of these cost synergies
to be achieved by the end of the first 12-month period following completion of
the Transaction and the full run-rate by the second anniversary of completion
of the Transaction.
The Quanex Directors estimate that the realisation of the identified cost
synergies will result in one-off costs to achieve of approximately US$35
million in aggregate over the first two years post completion of the
Transaction.
Potential areas of dis-synergy expected to arise in connection with the
Transaction have been considered and were determined by the Quanex Directors
to be immaterial for the analysis.
The identified cost synergies will occur as a direct result of the success of
the Transaction and would not be achieved on a standalone basis. The
identified cost synergies reflect both the beneficial elements and relevant
costs.
Further information on the bases of belief supporting the Quantified Financial
Benefits Statement, including the principal assumptions and sources of
information, is set out in Appendix 4 to this Announcement. These estimated
synergies have been reported on for the purposes of Rule 28 of the Takeover
Code by KPMG. References to estimated cost savings should always be read in
conjunction with Appendix 4 to this Announcement.
Revenue synergies opportunity
In addition to the quantified cost synergies set out above, Quanex believes
that there are several potential revenue opportunities for the Enlarged Group,
including additional revenue growth through capitalising on the cross-selling
opportunities arising from Quanex's and Tyman's complementary customer bases.
Although the Quanex Directors are confident of realising value via the
delivery of revenue synergies, these have not been quantified for public
reporting under the Takeover Code at this stage.
3. Tyman Recommendation
The Tyman Directors, who have been so advised by Greenhill as to the financial
terms of the Transaction, consider the terms of the Main Offer and the Capped
All-Share Alternative to be fair and reasonable. In providing advice to the
Tyman Directors, Greenhill has taken into account the commercial assessments
of the Tyman Directors. Greenhill is providing independent financial advice to
the Tyman Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Tyman Directors intend to recommend unanimously that Tyman
Shareholders vote or procure votes to approve the Scheme at the Court Meeting
and to vote or procure votes in favour of the Tyman Resolutions at the General
Meeting as the Tyman Directors who hold Tyman Shares at the date of this
Announcement have irrevocably undertaken to do (or procure to be done) in
respect of their own beneficial holdings, totalling 446,094 Tyman Shares,
representing approximately 0.23 per cent. of the issued share capital of Tyman
as at the Latest Practicable Date.
However, the Tyman Directors are not able to and do not give any advice or
recommendation to Tyman Shareholders as to whether they should elect to
receive the Capped All-Share Alternative as its benefits will depend on each
Tyman Shareholder's individual tax and financial situation. Tyman Shareholders
should consider whether the Capped All-Share Alternative is suitable in light
of their own personal circumstances and investment objectives and are,
therefore, strongly recommended to seek their own independent financial, tax
and legal advice and to read in full this Announcement and the Scheme Document
(when published) before deciding whether to elect to receive the Capped
All-Share Alternative.
4. Background to and reasons for the
recommendation
Tyman has, through a series of transformational transactions over the past
decade, become one of the largest global providers of highly-engineered door
and window hardware, seals, extrusions and access solutions, with strategic
positions across North America, UK and Ireland and Europe. This position is
underpinned by its recognized and leading brands, including Amesbury Truth,
Lawrence, Bilco, ERA, Zoo, Giesse, Schlegel and others. A combination of
organic and inorganic growth combined with a range of operational initiatives
have driven revenue and adjusted operating profit to £657.6m and £84.4m for
the year ended December 2023.
Tyman Group's Focus, Define, Grow strategy has been instrumental in
transforming the financial profile, geographic footprint, performance and
culture of the Company. Since its inception, Tyman have rationalized their
facility network and product portfolio, optimized processes and established
the Tyman Excellence System and "One Tyman" culture, which has created a
platform capable of delivering growth through new product development, market
expansion, enhanced customer experience and targeted M&A. Management have
embedded sustainability at the core of this strategy, across products,
operations, culture and solutions with 23 per cent. of revenues now generated
from products that positively impact one or more of the UN SDG goals,
predominantly in energy saving products.
Whilst market conditions have been challenging, the long-term fundamentals
across the business are strong in all of Tyman's main geographies, in
particular in North America, where Tyman generated 72 per cent. of its
adjusted operating profit (before central costs) during the financial year
ended 31 December 2023. Tyman has a leading position in North America and the
large undersupply of housing, positive demographic trends and the expected
step-up in the proportion of homes reaching prime remodelling age in the
coming years will underpin future market growth rates.
Whilst Tyman standalone will benefit from these North American growth
opportunities, the timing of achieving them is partially dependent on
uncertain macro-economic factors which brings a degree of risk. At this time,
the Tyman Directors believe that it may take some years before the benefits of
the potential growth opportunities in North America in particular are realized
and for their value to be reflected in Tyman's share price and rating.
Furthermore, scale is becoming increasingly important in the fenestration
industry as evidenced both by the step-up in the pace of consolidation within
our larger North American customers and the acquisitions of some of our
competitors by larger multinationals. In the context of this changing market
dynamic, Tyman's current scale could limit management's ability to capitalize
on market growth opportunities, as well as create challenges in executing on
larger acquisition targets in the North American market in the future.
While the Tyman Directors remain confident that Tyman's strategy can deliver
attractive returns for Tyman Shareholders as an independent company, they
recognise that there are risks to, as well as uncertainty as to the timing and
the delivery of, these returns.
The Tyman Directors therefore believe that a combination with Quanex
strengthens Tyman's strategic positioning in the North America marketplace
immediately. The Tyman Directors believe that the Transaction would offer
further compelling strategic and operational benefits to all stakeholders,
including:
· bringing together leading brands in the building
products components market, particularly across the fenestration segment in
North America, and creating a broad product portfolio with geographic and
product complementarity;
· creating a significant opportunity to cross-sell
existing and new products and promote the value proposition to the combined
customer base, via strategically aligned routes to market;
· providing added scale to accelerate product
innovation and development initiatives to sustain long term growth;
· offering greater capacity to pursue value-creating
acquisitions supported by a healthy balance sheet position with modest pro
forma leverage post Completion;
· bringing together two respected and highly
experienced customer-focused management teams with a common culture of
excellence and innovation; and
· unlocking substantial value creation for both Tyman
and Quanex shareholders via a significant and tangible cost and potential
future revenue synergy opportunity.
The Tyman Directors recognise that the Main Offer provides the opportunity to
realise a meaningful proportion of Tyman Shareholders' investment at a
compelling valuation in cash, whilst also having the opportunity to benefit in
the potential future upside of the Enlarged Group through the New Quanex Share
component. Similarly, the Capped All-Share Alternative provides an increased
opportunity to benefit in that potential future upside in lieu of the cash
consideration.
Based on the offer value of 400.0 pence per Tyman Share, the Main Offer and
the Capped All-Share Alternative represent:
· a premium of approximately 35.1 per cent. to the
Closing Price of 296.0 pence per Tyman Share on the Latest Practicable Date;
· a premium of approximately 39.6 per cent. to the
Closing ex Dividend Price of 286.5 pence per Tyman Share on the Latest
Practicable Date;
· a premium of approximately 36.0 per cent. to the
one-month volume weighted average price of 294.2 pence per Tyman Share during
the one-month period ended on the Latest Practicable Date; and
· a premium of approximately 40.5 per cent. to the
six-month volume weighted average price of 284.8 pence per Tyman Share during
the six-month period ended on the Latest Practicable Date.
For the avoidance of doubt, in addition to the consideration payable in
connection with the Transaction, eligible Tyman Shareholders will continue to
be entitled to receive the FY23 Dividend of 9.5 pence per Tyman Share for the
financial year ended 31 December 2023, which would be paid on 29 May 2024 to
eligible Tyman Shareholders on the register at 26 April 2024.
To the extent that elections for Capped All-Share Offer cannot be satisfied in
full, they will be scaled down as nearly as reasonably practicable on a
pro-rata basis with the remaining consideration payable in cash and New Quanex
shares in the proportions set out in the Main Offer.
The Tyman Directors note that the implied value multiple is at an attractive
level when compared to other relevant comparable transactions in the building
materials sector.
In addition to the financial terms of the Transaction, in its evaluation of
Quanex as a suitable owner of Tyman from the perspective of all stakeholders,
the Tyman Directors have also taken into account Quanex's intentions for the
business, management and employees and other stakeholders of Tyman, as
outlined in paragraph 10 of this Announcement. The Tyman Directors welcome
Quanex's intention that, following completion of the Transaction, it intends
to safeguard the existing contractual and statutory employment rights of the
employees Tyman in accordance with applicable law upon completion of the
Transaction, and does not intend to make any changes to the agreed employer
contributions into Tyman's existing defined contribution pension scheme or the
admission of new members to such pension scheme following completion of the
Transaction other than to harmonise the Tyman employee 401k plans in the
United States with the equivalent Quanex plans. The Board of Tyman further
welcome Quanex's intention to maintain the existing Tyman manufacturing sites
and the fact that it does not intend to redeploy any of Tyman's material fixed
assets or alter its R&D function.
The Tyman Board notes that Quanex has stated that the Enlarged Group is
expected to fully realise pre-tax run-rate cost synergies of approximately
US$30 million by the end of the second year post completion of the
Transaction. The Tyman Directors are reassured that Quanex will be adopting a
"best of both" approach in several areas including in operations, and believe
that the Enlarged Group will provide existing Tyman management and employees
with opportunities to continue their career and personal development as part
of a significantly larger and stronger global business.
Given that detailed information to formulate comprehensive plans or intentions
regarding the impact of the Transaction on Tyman is not yet available, the
Tyman Directors are unable to express a more detailed opinion on the impact of
the Transaction on Tyman management, employees and offices, save for as set
out in paragraph 10 of this Announcement.
Accordingly, following careful consideration of the above factors, the Tyman
Directors, who have been so advised by Greenhill as to the financial terms of
the Main Offer and the Capped All-Share Alternative, unanimously consider the
terms of the Main Offer and the Capped All-Share Alternative to be fair and
reasonable. In providing their financial advice to the Tyman Directors,
Greenhill have taken into account the commercial assessments of the Tyman
Directors. Greenhill is providing independent financial advice to the Tyman
Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Tyman Directors intend to recommend unanimously that Tyman
Shareholders vote or procure votes in favour of the resolutions relating to
the Scheme at the Meetings, as each of the Tyman Directors who own Tyman
Shares has irrevocably undertaken to do in respect of their entire beneficial
holdings of Tyman Shares. Further details of those irrevocable undertakings
are set out below and in Appendix 3 of this Announcement.
5. Quanex Recommendation
The Quanex Directors consider the Transaction to be advisable and in the best
interests of Quanex and the Quanex Stockholders and intends to recommend
unanimously that Quanex Stockholders vote in favour of the Quanex Share
Proposal at the Quanex Stockholder Meeting which will be convened in
connection with the Transaction.
6. Irrevocable undertakings
In addition to the irrevocable undertakings from the Tyman Directors who hold
Tyman Shares at the date of this Announcement, Quanex has also received an
irrevocable undertaking from Teleios to vote (or procure the votes) to approve
the Scheme at the Court Meeting and to vote (or procure the votes) in favour
of the Tyman Resolutions at the General Meeting in respect of a total of
32,347,981 Tyman Shares representing approximately 16.4 per cent. Of the
issued share capital of Tyman as at the Latest Practicable Date.
Quanex has therefore received irrevocable undertakings in respect of a total
of 32,794,075 Tyman Shares representing approximately 16.7 per cent. of the
issued share capital of Tyman as at the Latest Practicable Date.
Further details of these irrevocable undertakings, including the circumstances
in which they may lapse, are set out in Appendix 3 to this Announcement.
7. Information on Quanex
Quanex is a global manufacturer of components and a key partner to OEMs for
fenestration, cabinetry, solar, refrigeration and outdoor products. Quanex's
solutions include insulating glass spacers, vinyl profiles, window and door
screens, cabinet components, fenestration components, vinyl extrusions, rubber
extrusions, kitchen components, bathroom components and millwork.
Quanex, through its 'Part of Something Bigger' strategy is dedicated to:
· improving the performance, sustainability and
aesthetics of end products through continuous innovation;
· helping customers achieve greater production
efficiencies;
· giving back to communities in which it operates;
· enhancing shareholder value; and
· helping its employees learn, grow and thrive.
Quanex serves a primary customer base in North America and the United Kingdom,
but also serves customers globally through operating plants in the United
Kingdom and Germany as well as through sales and marketing activities in other
countries.
8. Information on Tyman
Tyman is a leading international supplier of engineered fenestration
components and access solutions to the construction industry. The Group
designs and manufactures products that enhance the comfort, sustainability,
security, safety and aesthetics of residential homes and commercial buildings.
Tyman's portfolio of leading brands serve their markets through three regional
divisions (North America, UK and Ireland and Europe) and cover all aspects of
the hardware and sealing solutions required for doors and windows, and a full
suite of solutions for roof, wall and floor access in residential and
commercial buildings.
9. Synergies
The Quanex Directors, having reviewed and analysed the potential cost
synergies of the Transaction, and taking into account the factors they can
influence, believe that the Enlarged Group can deliver approximately US$30
million of pre-tax recurring cost synergies on an annual run-rate basis,
expected to be realised by the end of the second full year following
completion of the Transaction.
The quantified cost synergies, which are expected to originate from the cost
bases of both Quanex and Tyman, are expected to be realised primarily from:
· approximately 30 per cent. in corporate and listing
related costs, generated from de-duplication and rationalisation of public
company costs and of executive leadership;
· approximately 30 per cent. in procurement savings
from scale economies and consolidation of overlapping spend categories; and
· approximately 40 per cent. in savings from
consolidation and de-duplication of overlapping administrative and commercial
functions and activities.
The Quanex Directors expect approximately 50 per cent. of these cost synergies
to be achieved by the end of the first 12-month period following completion of
the Transaction and the full run-rate by the second anniversary of completion
of the Transaction.
The Quanex Directors estimate that the realisation of the identified cost
synergies will result in one-off costs to achieve of approximately US$35
million in aggregate over the first two years post completion of the
Transaction.
Potential areas of dis-synergy expected to arise in connection with the
Transaction have been considered and were determined by the Quanex Directors
to be immaterial for the analysis.
The identified cost synergies will occur as a direct result of the success of
the Transaction and would not be achieved on a standalone basis. The
identified cost synergies reflect both the beneficial elements and relevant
costs.
Appendix 4 to this Announcement includes a copy of the statements of
anticipated cost savings and synergies arising out of the Transaction and
provides underlying information and bases of belief. Appendix 4 to this
Announcement also includes reports from Quanex's reporting accountant, KPMG,
and its sole financial adviser, UBS, in connection with the anticipated
quantified financial benefits statements, as required pursuant to Rule 28.1(a)
of the Takeover Code, and provides underlying information and bases for the
accountant's and adviser's respective reports. Each of KPMG and UBS has given
and not withdrawn its consent to the publication of its report in this
announcement in the form and context in which it is included.
10. Strategic plans for Tyman, its directors,
management, employees, pensions, research and development and locations
Quanex believes that the Transaction has a compelling strategic rationale,
will create significant value for all stakeholders, and is consistent with
Quanex's long-term growth strategy. Quanex believes that there is a strong
strategic fit between Tyman's and Quanex's businesses based on highly
complementary product offerings, customer portfolios, and geographic
footprints in North America, Europe and the rest of the world. The Enlarged
Group will benefit from significant cross-selling opportunities, increased
presence in various geographies as well as an enhanced offering. Quanex is
confident in the overall prospects of Tyman's business and its long-term
value.
Quanex's intentions and strategic plans for Tyman
Prior to this Announcement, consistent with market practice, Quanex has been
granted due diligence access to targeted information and Tyman's senior
management for the purposes of confirmatory due diligence and to conduct its
synergy assessment. This process has informed Quanex's view on the prospects
of the Enlarged Group, the synergies described in paragraph 9 above and
Quanex's initial plans for the integration of Tyman.
Based on the work described above, Quanex's management, following discussions
with the senior leadership of Tyman has undertaken a preliminary operational
and strategic review of and developed an initial integration plan for the
Enlarged Group. Quanex will continue to review Tyman's business and intends to
undertake a full evaluation of Tyman in the 12 months following completion of
the Transaction in order to formulate a detailed strategic and integration
plan for the Enlarged Group.
Key areas of focus in the operational review and development of the
integration plan include:
· retaining the best talent from each of Quanex and
Tyman to ensure a best-in-class offering for customers, partners and
stakeholders;
· building upon the synergy assessment undertaken to
date to consider additional potential synergy benefits that might be possible,
including with access to additional Tyman data;
· improving the performance of key parts of Tyman's
operations in the context of the Enlarged Group;
· optimising the geographical footprint for the
Enlarged Group while retaining rigorous central oversight; and
· continuing to run the business with a prudent
balance sheet approach to provide financial flexibility to pursue further
inorganic growth opportunities in line with Quanex's clearly articulated
long-term strategy.
During the implementation of the integration plan, Quanex will place a strong
focus on maintaining operational excellence and minimising any disruption to
customers. A key objective of integration will be the delivery of the cost
synergies and other benefits of the Transaction. Quanex believes the
integration planning and execution will be assisted by the strong experience
of Quanex's management team in integrating previous acquisitions including LMI
Custom Mixing, LLC, Liniar and Woodcraft Industries. Quanex intends to
complete the implementation of the integration plan, and fully realise the
expected synergies, within two years following completion of the Transaction.
Board and executive leadership of the Enlarged Group
The Enlarged Group will be led by Quanex's Chairman of the Board, President
and Chief Executive Officer, Mr. George L. Wilson.
The board of directors of the Enlarged Group will comprise the existing
non-executive directors of Quanex. All non-executive directors of Tyman will
resign as directors of Tyman, with payment to be made in lieu of their
contractual notice periods, on the Effective Date.
Employees and management
Quanex attaches great importance to the skill and experience of Tyman's
management and recognises their contribution to the success that has been
achieved by Tyman to date. Quanex recognises that the active participation and
continued commitment of Tyman's management and employees will be key to the
success of the Enlarged Group. The Enlarged Group will aim to retain the best
talent of Quanex and Tyman across the Enlarged Group and does not intend to
change the overall balance of skills and functions of employees and management
across the Enlarged Group. Quanex expects that Tyman management and employees
will benefit from the greater opportunities and enhanced scale of the Enlarged
Group as well as utilising the collective know-how and talents of the enlarged
workforce across all geographies.
Quanex's preliminary evaluation work to identify potential synergies arising
from the Transaction suggests that there will be some duplication between the
two businesses' management, administrative, functional support and other
central areas. It has also confirmed the benefits from consolidating
operations, including as a result of Tyman ceasing to be a standalone publicly
listed company. Whilst the steps for any restructuring are not yet known,
based on the work undertaken to date, Quanex recognises that there will be a
reduction in the total number of roles by approximately two per cent. of the
Enlarged Group's total number of employees (on a full-time equivalent basis)
as a result of the Transaction, some of which will take place via natural
attrition. The Enlarged Group will aim to retain the best talent from each of
Quanex and Tyman, and any such proposals will be carried out through a fair
and transparent process in accordance with applicable legal requirements.
Quanex expects that any restructuring referred to above would be phased over
24 months following completion of the Transaction. The detailed steps for such
restructuring are subject to further review and would be subject to
comprehensive and detailed planning, appropriate engagement and consultation
with representatives and other stakeholders, including affected employees and
any appropriate employee representative bodies in accordance with the legal
obligations of the Enlarged Group. Quanex intends to commence this engagement
process long enough before any final decisions are taken so as to ensure that
relevant legal obligations are complied with.
Other than as described above, Quanex does not anticipate that there will be
any material change to the balance of skills and functions of the management
and employees in the Enlarged Group. Furthermore, Quanex intends to safeguard
the existing contractual and statutory employment rights of the employees of
Quanex and Tyman in accordance with applicable law upon completion of the
Transaction. Quanex's plans for Tyman do not involve any material change in
the employment of, or in the conditions of employment of, Tyman employees,
unless otherwise agreed with the relevant employee.
Following completion of the Transaction and as part of integration planning,
Quanex may review the alignment of the remuneration and incentivisation
arrangements as between employees and management of the Quanex Group and the
Enlarged Group, as well as redundancy and other policies operated within the
Enlarged Group, with a view to harmonising the position for employees and
management across the Enlarged Group (in particular, those in equivalent
positions) over time as is appropriate.
However, at the time of this Announcement, Quanex does not have any detailed
plans or intentions in this regard and Quanex has not entered into, and has
not discussed, any form of incentivisation arrangements with members of
Tyman's management team.
Pension schemes
Quanex intends to harmonise the Tyman employee 401k plans in the United States
with the equivalent Quanex plans following completion of the Transaction.
Other than as referred to above, Quanex does not intend to make any changes to
the agreed employer contributions into Tyman's existing defined contribution
pension scheme or the admission of new members to such pension scheme
following completion of the Transaction.
Headquarters and locations, business, assets, research and development
The Enlarged Group intends to consolidate the head office functions of Quanex
and Tyman so that they can operate from a single location. The Enlarged Group
headquarters will be located at Quanex's current head office in Houston,
Texas. Subject to further review and appropriate engagement and consultation
with affected employees in accordance with the legal obligations of the
Enlarged Group, the intention is that the Tyman head office in London will be
closed. Following completion of the Transaction, Quanex will review the
expanded office and production facility footprint, and consider, where the
Enlarged Group has co-located offices or production facilities, whether there
is scope for consolidation to optimise rental and lease expenses, and to
enable colleagues to work together more closely and enhance the corporate
culture.
Quanex does not intend to close any of Tyman's manufacturing facilities as a
result of the Transaction.
Quanex does not intend to redeploy any of Tyman's material fixed assets as a
result of the Transaction.
Quanex understands the importance of R&D to Tyman's business. It does not
intend to make any changes to the R&D function of either Tyman or Quanex.
Brands
Following completion of the Transaction, it is intended that the name of the
Enlarged Group will be Quanex Building Products Corporation. Both Quanex and
Tyman own a number of recognised and successful brands, and following
completion of the Transaction Quanex will perform a review of all brands to
identify any potential opportunities for consolidation and simplification of
the brand portfolio.
Trading Facilities
The Tyman Shares are currently admitted to the premium listing segment of the
Official List and to trading on the Main Market, and it is intended that
applications will be made to the FCA and the London Stock Exchange to cancel
such admissions to listing and trading shortly following the Effective Date.
Tyman will be re-registered as a private company following the Effective Date.
It is also proposed that, following the Effective Date and after its shares
are delisted, Tyman's financial year end is changed to 31 October to align
with the financial year end for the Quanex Group.
The Enlarged Group will be listed on the NYSE.
Quanex intends prior to completion of the Transaction to establish a CREST
depositary interest dealing facility for the benefit of the Tyman Shareholders
who hold their Tyman Shares in uncertificated form so as to facilitate the
trading of the New Quanex Shares from outside the United States. Details of
how UK shareholders can hold, access and trade the New Quanex Shares will be
set out in the Scheme Document.
Statements
None of the statements in this paragraph 10 are "post-offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.
11. Tyman Share Plans
Participants in the Tyman Share Plans will be contacted regarding the effect
of the Transaction on their rights under the Tyman Share Plans and any action
they may need to take. An appropriate proposal will be made to such
participants in due course, and such proposal will reflect their rights under
the Tyman Share Plans.
Details of the impact of the Scheme on each of the Tyman Share Plans will be
set out in the Scheme Document.
12. Financing
The cash consideration payable to Tyman Shareholders pursuant to the terms of
the Transaction will be funded by a combination of Quanex's existing cash
resources as well as third-party debt incurred by Quanex. Such third-party
debt is financed, inter alia, by a US$750 million term loan (the "Facility")
provided pursuant to an interim facilities agreement entered into between,
among others, Quanex (as the company), Wells Fargo Bank, N.A., Bank of America
Securities and TD Bank.
In accordance with Rule 2.7(d) of the Takeover Code, UBS, in its capacity as
the sole financial adviser to Quanex, is satisfied that sufficient resources
are available to Quanex to enable it to satisfy in full the cash consideration
payable to Tyman Shareholders under the terms of the Transaction.
Further information on the financing of the Transaction will be set out in the
Scheme Document.
13. Offer-related arrangements
Quanex Confidentiality Agreement
Quanex and Tyman entered into a confidentiality agreement on 18 March 2024
(the "Quanex Confidentiality Agreement") pursuant to which each of Quanex and
Tyman has undertaken to keep, and to procure that certain of their respective
authorised representatives keep, confidential information relating to the
other party and/or to the Transaction confidential, to use such information
solely in connection with the Transaction, and not to disclose such
information to any third party (with certain exceptions). These
confidentiality obligations will remain in force until 18 March 2026, save
for: (i) any confidential information retained by either party (and/or their
respective authorised recipient(s)) in accordance the terms of the Quanex
Confidentiality Agreement and (ii) any information relating specifically to
the Transaction, in respect of which the parties' obligations shall remain in
full force and effect without limit in time.
The Confidentiality Agreement also contains undertakings from each of Quanex
and Tyman that, for a period of 18 months from the date of the Quanex
Confidentiality Agreement, they shall not, and they shall procure that certain
of their respective authorised representatives shall not, solicit, engage or
employ any of the other party's key employees, save where a person contacts
Quanex or Tyman (as applicable) on their own initiative or responds, without
any approach or solicitation, to a general public advertisements made in the
ordinary course of business and which was not specifically targeted at such
person.
Quanex has also agreed to standstill arrangements pursuant to which Quanex has
agreed, amongst other things, that, without the prior written consent of
Tyman, Quanex will not, and will procure that certain connected persons of it
shall not, acquire Tyman Shares or any interest in Tyman Shares. These
restrictions fall away immediately following the making of this Announcement.
Teleios Confidentiality Agreement
Teleios Capital Partners LLC, Quanex and Tyman entered into a confidentiality
agreement on 19 March 2024 (the "Teleios Confidentiality Agreement") pursuant
to which each of Teleios Capital Partners LLC, Quanex and Tyman has undertaken
to keep, and to procure that certain of their respective authorised
representatives keep, confidential information relating to the other parties
and/or to the Transaction confidential, to use such information solely in
connection with discussions relating to the Transaction, and not to disclose
such information to any third party (with certain exceptions). These
confidentiality obligations will remain in force until 19 March 2025.
Co-operation Agreement
Quanex and Tyman entered into a co-operation agreement on 22 April 2024 (the
"Co-operation Agreement") pursuant to which:
a. Quanex has agreed to use all reasonable
endeavours to secure all regulatory clearances and authorisations as soon as
reasonably practicable following the date of this Announcement and in any
event in sufficient time to enable the Effective Date to occur by the Long
Stop Date;
b. Quanex shall be responsible for determining the
strategy for obtaining such regulatory clearances and authorisations after
prior consultation with Tyman and after having taken into account Tyman's
reasonable comments;
c. Tyman and Quanex have agreed to certain
customary undertakings to co-operate in relation to such regulatory clearances
and authorisations;
d. Quanex has agreed to provide Tyman with certain
information for the purposes of the Scheme Document and to otherwise assist
with the preparation of the Scheme Document;
e. Quanex has provided certain undertakings in
connection with the preparation and filing of the Proxy Statement (including
undertaking to use its best endeavours to resolve comments received from the
SEC) and obtaining the approval to the Quanex Share Proposal (including
undertaking to use all reasonable endeavours to obtain approval to the Quanex
Share Proposal); and
f. Quanex has a right to switch to a Takeover
Offer in specified circumstances and Quanex has agreed to certain provisions
if the Scheme should switch to a Takeover Offer.
The Co-operation Agreement also contains provisions relating to the Tyman
Share plans and other employee-related matters (and proposals to be
implemented by Quanex) and directors' and officers' liability insurance.
The Co-operation Agreement will terminate with immediate effect:
a. if Quanex and Tyman so agree in writing;
b. Quanex invokes a Condition (in circumstances
where invocation of the relevant Condition is permitted by the Panel) and the
Scheme has been withdrawn (otherwise than as a result of a switch to a
Takeover Offer) or, following such a switch, the Takeover Offer lapses;
c. upon service of written notice by Quanex to
Tyman if: (i) the Tyman Directors change their recommendation in respect of
the Transaction; (ii) a competing offer (z) is recommended in whole or in part
by the Tyman Directors, or (y) becomes effective or is declared or becomes
unconditional; (iii) the Transaction is implemented by way of a Scheme and (x)
the Court Meeting and General Meeting are not held on or before the 22nd day
after the expected date of the Court Meeting and the General Meeting (as
applicable) to be set out in the Scheme Document (or subsequent announcement
of the timetable) (or such later date as may be agreed in writing between the
parties with the consent of the Panel and the approval of the Court (if such
approval(s) are required)), or (w) the Sanction Hearing is not held on or
before the later of (A) the 22(nd) day after the expected day of the Sanction
Hearing as set out in the Scheme Document (or subsequent announcement of the
timetable); and (B) thirty days after all the Conditions have been satisfied
or waived (or such later date as may be agreed in writing between the parties
with the consent of the Panel and the approval of the Court (if such
approval(s) are required));
d. upon service of written notice by either Quanex
or Tyman to the other if, prior to the Long Stop Date, any Condition which has
not been waived is (or has become) incapable of satisfaction by the Long Stop
Date (in circumstances where invocation of the relevant Condition (or
confirmation that the Condition is incapable of satisfaction, as appropriate)
is permitted by the Panel);
e. if the Transaction is (with the consent of the
Panel) withdrawn, terminates or lapses in accordance with its terms prior to
the Long Stop Date (other than where (i) such lapse or withdrawal is as a
result of the exercise of Quanex's right to effect a switch to a Takeover
Offer or (ii) it is otherwise to be followed within five Business Days (or
such other period as Quanex and Tyman may agree in writing) by a firm offer
announcement made by Quanex (or a person acting in concert with Quanex) to
implement the Transaction by a different offer or scheme on substantially the
same or improved terms and which is (or is intended to be) recommended by the
Tyman Directors; or
f. unless otherwise agreed by Quanex and Tyman
in writing or required by the Panel, if the Effective Date has not occurred by
the Long Stop Date.
Clean Team and Joint Defence Agreement
Quanex, Tyman and certain of their respective external regulatory counsel
entered into a clean team and joint defence agreement on 27 March 2024, to
ensure that the exchange and/or disclosure of certain materials relating to
the parties only takes place between their respective external regulatory
counsel and external experts, and does not diminish in any way the
confidentiality of such materials and does not result in a waiver of
privilege, right or immunity that might otherwise be available.
14. Structure of the Transaction
It is intended that the Transaction will be implemented by means of a
Court-approved scheme of arrangement between Tyman and Tyman Shareholders
under Part 26 of the Companies Act. The purpose of the Scheme is to provide
for Quanex to become the holder of the entire issued and to be issued ordinary
share capital of Tyman. This is to be achieved by the transfer of the Tyman
Shares to Quanex, in consideration for which the Tyman Shareholders will
receive the cash and share consideration pursuant to the Main Offer, or if
applicable the Capped All-Share Alternative, on the basis set out in paragraph
1 of this Announcement.
The Transaction will be put to Tyman Shareholders at the Court Meeting and at
the General Meeting. In order to become Effective, the Scheme must be approved
by a majority in number of the Scheme Shareholders voting at the Court
Meeting, either in person or by proxy, representing at least 75 per cent. in
value of the Scheme Shares voted. In addition, the Tyman Resolutions must be
approved by the requisite majority or majorities at the General Meeting. The
General Meeting will be held immediately after the Court Meeting.
The Scheme will also be subject to the Conditions and further terms set out in
Appendix 1 to this Announcement and to be set out in the Scheme Document.
Once the necessary approvals from Tyman Shareholders have been obtained and
the other Conditions have been satisfied or (where applicable) waived, the
Scheme must be sanctioned by the Court. The Scheme will only become Effective
upon delivery of the Court Order to the Registrar of Companies for
registration. Upon the Scheme becoming Effective, it will be binding on all
Tyman Shareholders, irrespective of whether or not they attended or voted at
the Court Meeting or the General Meeting.
The Transaction will lapse if:
· the Court Meeting and the General Meeting are not
held by the 22nd day after the expected date of such meetings as set out in
the Scheme Document (or such later date as may be agreed between Quanex and
Tyman);
· the Quanex Stockholder Meeting is not held by the
22nd day after the expected date or such meeting as set out in the Scheme
Document (or such later date as may be agreed between Quanex and Tyman);
· the Sanction Hearing is not held by the 22nd day
after the expected date of such hearing as set out in the Scheme Document (or
such later date as may be agreed between Quanex and Tyman); or
· the Scheme does not become Effective by the Long
Stop Date (or such later date as may be agreed between Quanex and Tyman).
Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document, which, together with
the Forms of Proxy and Form of Election, is expected to be despatched to Tyman
Shareholders around May 2024. However, this timing may be delayed dependent on
the timing of the filing of the Proxy Statement and the Panel has agreed to
the request of Tyman and Quanex that, to the extent required, the publication
of the Scheme Document may be delayed beyond the 28 day period required under
paragraph 3(a) of Appendix 7 of the Takeover Code by Tyman in order that
shareholder materials are published to Tyman Shareholders on or around the
same date as the Proxy Statement is posted to Quanex Stockholders. To the
extent a delay in publication is required, it is expected that shareholder
materials would be published by the end of Q2 2024.
Quanex Stockholder Approval
In connection with the Transaction, Quanex intends to file a Proxy Statement
with the SEC. Quanex may also file additional documents with the SEC in
relation to the Transaction. Quanex urges Quanex Stockholders to read these
materials carefully when they become available.
Quanex will be required to obtain approval of the Quanex Share Proposal by a
majority of Quanex Shares present in person or represented by proxy at the
Quanex Stockholder Meeting and entitled to vote on the Quanex Share Proposal.
The Quanex Directors intend unanimously to recommend that Quanex Stockholders
vote in favour of the Quanex Share Proposal.
Quanex will send Quanex Stockholders the Proxy Statement, which will include a
notice convening the Quanex Stockholder Meeting. The Transaction is
conditional on, amongst other things, the Quanex Share Proposal being approved
by a majority of Quanex Shares present in person or represented by proxy at
the Quanex Stockholder Meeting and entitled to vote on the Quanex Share
Proposal.
It is expected that the Proxy Statement will be mailed to Quanex Stockholders
once the SEC has completed its review or confirmed no review of the Proxy
Statement, with the Quanex Stockholder Meeting being held as soon as possible
thereafter.
Fractions of New Quanex Shares will not be issued to Tyman Shareholders.
Instead, Tyman Shareholders who otherwise would have received a fraction of a
New Quanex Share will receive an additional amount in cash, rounded down to
the nearest cent, based on the amount obtained by multiplying such fraction by
the closing sale price of Quanex Shares on the trading day immediately prior
to the Effective Date. Any fractional entitlements of a Tyman Shareholder to
New Quanex Shares under the Capped All-Share Alternative will be rounded down
to the nearest whole number of New Quanex Shares per Tyman Shareholder.
Fractional entitlements to New Quanex Shares will not be allotted or issued to
such Tyman Shareholder but will be disregarded.
Details of how Tyman Shareholders can hold, access and trade the New Quanex
Shares will be set out in the Scheme Document.
Right to switch to a Takeover Offer
Quanex reserves the right to elect to implement the Transaction by way of a
Takeover Offer (with the consent of the Panel and subject to the terms of the
Co-operation Agreement). If, in the future, Quanex exercises its right to
implement the Transaction by way of a Takeover Offer, the New Quanex Shares
may be registered under the US Securities Act if no exemption from
registration is available. If the Transaction is implemented by way of a
Takeover Offer, it will be done in compliance with the applicable tender offer
rules under the US Exchange Act, including any applicable exemptions provided
thereunder.
15. Conditions to the Transaction
The Transaction will be subject to the Conditions and further terms set out in
Appendix 1 to this Announcement and to be set out in the Scheme Document.
As set out in Appendix 1 to this Announcement, the Transaction is conditional
on the receipt or waiver of any applicable antitrust approvals or clearances
in the United States and the United Kingdom.
Further, as also set out in Appendix 1 to this Announcement, the Transaction
is conditional on, amongst other things, the following conditions:
· approval of Tyman Shareholders at the Court Meeting
and the General Meeting;
· the issuance of the New Quanex Shares in connection
with the Transaction having been approved by Quanex Stockholders at the Quanex
Stockholder Meeting;
· NYSE having approved, and not withdrawn such
approval, the listing of the New Quanex Shares to be issued, subject to
official notice of issuance;
· the satisfaction or, where applicable, waiver of
all other Conditions prior to the sanction of the Scheme by the Court (which
are capable of satisfaction or waiver prior to the sanction hearing);
· the sanction of the Scheme by the Court; and
· the delivery of a copy of the Court Order to the
Registrar of Companies for registration.
16. De-listing and re-registration
Before the Scheme becoming Effective, it is intended that applications will be
made to the London Stock Exchange to cancel trading in Tyman Shares on the
Main Market and to the FCA to cancel the listing of the Tyman Shares from the
Official List, in each case with effect from or shortly following the
Effective Date. The last day of dealings in, and registration of transfers of,
Tyman Shares on the London Stock Exchange is expected to be the Business Day
immediately prior to the Sanction Hearing and no transfers will be registered
after 6.00 p.m. (London time) on that date. No dealings in Tyman Shares will
be registered after this date.
On the Effective Date, share certificates in respect of Tyman Shares will
cease to be valid and entitlements to Tyman Shares held within the CREST
system will be cancelled.
It is also proposed that, following the Effective Date and after its shares
are delisted, Tyman will be re-registered as a private limited company under
the relevant provisions of the Companies Act. It is also proposed that,
following the Effective Date and after its shares are delisted, Tyman's
financial year end is changed to 31 October to align with the financial year
end for the Quanex Group.
17. Listing and dealing of New Quanex Shares
An application will be made to NYSE for the New Quanex Shares to be listed on
the NYSE. It is expected that listing of the New Quanex Shares will become
effective and that dealings for normal settlement will commence at 9.30 a.m.
(New York time) on the first Business Day after the Effective Date.
The Quanex Shares are already listed on the NYSE and enabled for electronic
settlement through the Depository Trust Company ("DTC"). It is expected that
the New Quanex Shares, when issued and fully paid, will be capable of being
held and transferred electronically through DTC. The New Quanex Shares will
trade under Quanex's current trading symbol NX.
Quanex intends prior to completion of the Transaction to establish a CREST
depositary interest dealing facility for the benefit of Tyman Shareholders so
as to facilitate the trading of Quanex Shares from outside the USA. Details of
how UK shareholders can hold, access and trade the New Quanex Shares will be
set out in the Scheme Document.
18. Disclosure of Interests in Tyman
As at the close of business on the Latest Practicable Date, save for the
irrevocable undertakings referred to in paragraph 5 of this Announcement,
neither Quanex, nor any of its directors, nor, so far as Quanex is aware, any
person acting in concert (within the meaning of the Takeover Code) with it
had:
(i) any interest in or right to subscribe for any
relevant securities of Tyman;
(ii) any short positions in respect of relevant
Tyman Shares (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery;
(iii) borrowed or lent any relevant Tyman Shares
(including, for these purposes, any financial collateral arrangements of the
kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any
borrowed shares which had been either on-lent or sold;
(iv) entered into any dealing arrangement of the kind
referred to in Note 11 on the definition of acting in concert in the Takeover
Code.
"interests in securities" for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities.
19. General
The Transaction will be made subject to the Conditions and further terms set
out in Appendix 1 to this Announcement and to be set out in the Scheme
Document. The bases and sources of certain financial information contained in
this Announcement are set out in Appendix 2 to this Announcement. A summary of
the irrevocable undertakings given in relation to the Transaction is contained
in Appendix 3 to this Announcement. The Quantified Financial Benefits
Statement, together with the reports from KPMG, Quanex's reporting accountants
and UBS, Quanex's sole financial adviser as required under Rule 28.1(a) of the
Takeover Code is contained in Appendix 4 to this Announcement. Certain terms
used in this Announcement are defined in Appendix 5 to this Announcement.
UBS, Greenhill, Deutsche Numis and KPMG have each given and not withdrawn
their consent to the publication of this Announcement with the inclusion
herein of the references to their names in the form and context in which they
appear.
20. Documents available on website
Copies of the following documents will be made available on Quanex's and
Tyman's websites at https://www.roadto2b.com/ (https://www.roadto2b.com/) and
https://www.tymanplc.com/investor-relations
(https://www.tymanplc.com/investor-relations) respectively until the end of
the Transaction:
· a copy of this Announcement;
· documents relating to Quanex's financing of the
Transaction;
· the irrevocable undertakings referred to in
paragraph 5 above and summarised in Appendix 3 to this Announcement;
· the Quanex Confidentiality Agreement and the
Teleios Confidentiality Agreement referred to in paragraph 13 above;
· the Co-operation Agreement referred to in paragraph
13 above;
· the Clean Team and Joint Defence Agreement referred
to in paragraph 13 above; and
· the written consent letter from each of UBS,
Greenhill, Deutsche Numis and KPMG as referred to in paragraph 19 above.
The content of the websites referred to in this Announcement is not
incorporated into and does not form part of this Announcement.
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
Tyman
Rutger Helbing - Chief Executive Officer
+44 207 976 8000
Jason Ashton - Chief Financial Officer
Greenhill
(Lead Financial adviser to Tyman)
Charles Montgomerie
+44 207 198 7400
David Wyles
Charles Spencer
Deutsche Numis
(Financial adviser and Corporate broker to Tyman)
Jonathan
Wilcox
+44 207 260 1000
Richard Thomas
MHP Group
(PR adviser to Tyman)
Reg Hoare
+44 7801 894577 / tyman@mhpgroup.com
Rachel Farrington
Matthew Taylor
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.
Latham and Watkins (London) LLP is acting as legal adviser to Tyman 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.
Greenhill & Co. International LLP ("Greenhill"), an affiliate of Mizuho,
which is authorised and regulated in the United Kingdom by the FCA, is acting
as lead financial adviser to Tyman and for no one else in connection with the
Transaction and will not be responsible to anyone other than Tyman 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.
Numis Securities Limited (trading for these purposes as Deutsche Numis)
("Deutsche Numis"), which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting as exclusively for Tyman and no one
else in connection with the matters described in this Announcement and will
not be responsible to anyone other than Tyman for providing the protections
afforded to clients of Deutsche Numis, or for providing advice in connection
with the matters referred to herein. Neither Deutsche Numis nor any of its
group undertakings 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
Deutsche Numis in connection with this Announcement or any matter referred to
herein.
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 to be
published by Tyman in due course, or (if applicable) pursuant to an Offer
Document to be published by Quanex, which (as applicable) 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). 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) of 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 not 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 is expected to file with the 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, it will file a
registration statement on Form S-4 with the SEC that will contain a prospectus
with respect to the issuance of New Quanex Shares. BEFORE MAKING ANY VOTING
DECISION, QUANEX'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT,
INCLUDING THE SCHEME DOCUMENT (OR, IF APPLICABLE, THE OFFER DOCUMENT), AND
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH
THE TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY)
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE
TRANSACTION. Quanex's Stockholders and investors will be able to obtain,
without charge, a copy of the Proxy Statement (or, if applicable, the
registration statement on Form S-4), including the scheme document and/or
offer document (as referred to above), and other relevant documents filed with
the SEC (when available) from the SEC's website at http://www.sec.gov.
Quanex's stockholders and investors will also be able to obtain, without
charge, a copy of the Proxy Statement, including the scheme document and/or
offer document (as referred to above), and other relevant documents (when
available) by directing a written request to Quanex (Attention: Investor
Relations), or from Quanex's website at https://investors.quanex.com/
(https://investors.quanex.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. 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, will be set out in the Proxy Statement when it is filed
with the SEC. 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 is included
in this Announcement or 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 this Announcement and 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 will be issued in reliance upon an
exemption from such registration requirements pursuant to Section 3(a)(10)
under 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, it will file a registration statement with the SEC that will contain a
prospectus with respect to the issuance of New Quanex Shares. 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 contains "forward-looking statements" with respect to the
Quanex Group and the Tyman Group. These statements are based on the current
expectations of the management of Quanex and/or Tyman 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 on Tyman and/or Quanex, 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 or Tyman. Although Tyman and/or Quanex
believes that the expectations reflected in such forward-looking statements
are reasonable, Tyman and/or 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, 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 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 Tyman or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary statement
above. Neither of Quanex or Tyman undertakes any 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.
Use of Non-GAAP financial information
Quanex uses the non-GAAP measures of adjusted EBITDA and net debt in this
Announcement. These non-GAAP financial measures are provided to enhance the
user's understanding of Quanex's past financial performance and its prospects
for the future. Quanex's management team uses these non-GAAP financial
measures in assessing Quanex's performance, as well as in planning and
forecasting future periods. These non-GAAP financial measures are not computed
according to U.S. GAAP and the methods used by Quanex to compute them may
differ from the methods used by other companies. Non-GAAP financial measures
are supplemental, should not be considered a substitute for financial
information presented in accordance with U.S. GAAP and should be read only in
conjunction with Quanex's consolidated financial statements prepared in
accordance with U.S. GAAP.
Quanex is unable to provide a reconciliation of these forward-looking non-GAAP
financial measures to the most comparable U.S. GAAP financial measures because
certain information is dependent on future events, some of which are outside
the control of Quanex. Moreover, estimating such U.S. GAAP financial measures
with the required precision necessary to provide a meaningful reconciliation
is extremely difficult and could not be accomplished without unreasonable
effort.
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.
Quantified Financial Benefits Statement
The statements in the Quantified Financial Benefits Statement relate to future
actions and circumstances which by their nature, involve risks, uncertainties
and contingencies. The synergies and cost savings referred to may not be
achieved, or may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated. No statement in the
Quantified Financial Benefits Statement, or this Announcement generally,
should be construed as a profit forecast or interpreted to mean that the
Enlarged Group's earnings in the first full year following the Effective Date,
or in any subsequent period, would necessarily match or be greater than or be
less than those of Quanex and/or Tyman for the relevant preceding financial
period or any other period. For the purposes of Rule 28 of the Takeover Code,
the Quantified Financial Benefits Statement is the responsibility of Quanex
and the Quanex Directors.
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.
Right to switch to a Takeover Offer
Quanex reserves the right to elect, with the consent of the Panel, and subject
to the terms of the Co-operation Agreement, to implement the Transaction by
way of a Takeover Offer for the entire issued and to be issued ordinary share
capital of Tyman as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Quanex so decides,
on such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendment referred to in Appendix 1 to this Announcement.
Upon sufficient acceptances being received in respect of such Takeover Offer,
Quanex intends to exercise its rights to apply the provisions of Chapter 3 of
Part 28 of the Companies Act so as to acquire compulsorily the remaining Tyman
Shares in respect of which the Takeover Offer has not been accepted.
Publication of this Announcement on website
A copy of this Announcement and the documents required to be published
pursuant to Rule 26.1 of the Takeover Code will be 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/) and Tyman's website at
https://www.tymanplc.com/investor-relations
(https://www.tymanplc.com/investor-relations) 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 these websites and any websites
accessible from hyperlinks on these websites 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.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents, announcements and
information relating to the Transaction is entitled to receive such documents
in hard copy form free of charge. For persons who receive a copy of this
Announcement in electronic form or via a website notification, a hard copy of
this Announcement will not be sent unless so requested. A person may also
request that all future documents, announcements and information in relation
to the Transaction are sent to them in hard copy form.
In accordance with Rule 30.3 of the Takeover Code, Tyman Shareholders, persons
with information rights and participants in Tyman Share Plans may request a
hard copy of this Announcement by contacting Tyman's registrars, Link Group,
on +44 (0) 371 277 1020. Lines are open from 9 a.m. to 5.30 p.m. (London time)
Monday to Friday. Calls are charged at the standard geographical rate and will
vary by provider. Calls from outside the United Kingdom will be charged at the
applicable international rate.
Please note the Shareholder Helpline cannot provide advice on the merits of
the Transaction or the Scheme nor give any financial, investment, legal or tax
advice.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
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.
Rule 2.9
For the purposes of Rule 2.9 of the Takeover Code, Tyman confirms that, as at
the Latest Practicable Date, it had in issue 196,322,249 ordinary shares of
£0.05 each (excluding 439,810 ordinary shares held in treasury). The
International Securities Identification Number ("ISIN") of the Tyman Shares is
GB00B29H4253.
For the purposes of Rule 2.9 of the Takeover Code, Quanex confirms that, as at
the Latest Practicable Date, it had in issue 33,111,593 shares of common stock
(excluding 4,015,431 shares of common stock held in treasury). The ISIN of the
Quanex Shares is US7476191041.
Appendix 1
CONDITIONS TO AND FURTHER TERMS OF THE SCHEME AND THE TRANSACTION
PART A: CONDITIONS TO THE SCHEME AND THE TRANSACTION
Long Stop Date
1. The Transaction will be conditional upon the
Scheme becoming unconditional and being Effective, subject to the provisions
of the Takeover Code, by no later than the Long Stop Date.
Scheme approval
2. The Scheme will be conditional upon:
(a)
(i) its approval by a majority in number of the
Scheme Shareholders (or the relevant class or classes thereof, if applicable),
present and voting (and entitled to vote), either in person or by proxy, at
the Court Meeting (and at any separate class meeting which may be required by
the Court, if applicable), or at any adjournment of the Court Meeting, and who
represent at least 75 per cent. in value of the Scheme Shares voted by those
Scheme Shareholders; and
(ii) such Court Meeting (and any separate class
meeting which may be required by the Court, if applicable) being held on or
before the 22nd day after the expected date of such meeting to be set out in
the Scheme Document (or such later date as may be agreed by Quanex and Tyman,
with the consent of the Panel, and the Court may approve (if such approval is
required));
(b)
(i) the Tyman Resolutions being duly passed by the
requisite majority or majorities of Tyman Shareholders at the General Meeting
(or any adjournment of it); and
(ii) such General Meeting being held on or before
the 22nd day after the expected date of such meeting to be set out in the
Scheme Document (or such later date as may be agreed by Quanex and Tyman, with
the consent of the Panel, and the Court may approve (if such approval is
required));
(c)
(i) the sanction of the Scheme by the Court (with
or without modification, but subject to any modification being on terms
acceptable to Tyman and Quanex) and the delivery of a copy of the Court Order
to the Registrar of Companies; and
(ii) the Sanction Hearing being held on or before
the 22nd day after the expected date of such hearing to be set out in the
Scheme Document (or such later date as may be agreed by Quanex and Tyman, with
the consent of the Panel, and the Court may approve (if such approval is
required)).
In addition, subject as stated in Part B below, and to the requirements of the
Panel, Quanex and Tyman have agreed that the Transaction will be conditional
upon the following Conditions and, accordingly, the Court Order will not be
delivered to the Registrar of Companies unless such Conditions (as amended if
appropriate) have been satisfied (and continue to be satisfied pending the
commencement of the Sanction Hearing) or, where relevant, waived:
New Quanex Shares
3. the approval of the Quanex Share Proposal by a
majority of Quanex Shares present in person or represented by proxy at the
Quanex Stockholder Meeting and entitled to vote on the Quanex Share Proposal;
4. NYSE having approved, and not withdrawn such
approval, the listing of the New Quanex Shares to be issued, subject to
official notice of issuance;
Anti-trust and regulatory clearances
5. all necessary notifications and filings having
been made and all applicable waiting periods (including any extensions
thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations made thereunder, having expired, lapsed
or been terminated as appropriate in each case in respect of the Transaction;
6. one of the following having occurred:
(a) the CMA having indicated in a response
to a submission of a briefing paper that it has no further questions at that
stage in relation to the Transaction; and as at the date on which all other
Conditions are satisfied or waived, the CMA has not: (i) requested submission
of a merger notice; (ii) given notice to either party that it is commencing a
Phase 1 investigation; (iii) indicated that the statutory review period in
which the CMA has to decide whether to make a reference under section 34ZA
Enterprise Act 2002 has begun; or (iv) requested documents or attendance by
witnesses under section 109 of the Enterprise Act 2002 which may indicate that
it intends to commence the aforementioned statutory review period in respect
of the Transaction; or
(b) where the CMA has commenced an
investigation following the submission of a merger notice or a briefing paper,
the CMA:
(i) in accordance with section 33(1) of the
Enterprise Act 2002, announcing that it has decided not to refer the
Transaction to the chair of the CMA for the constitution of a group under
Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (a "Referral"); or
(ii) in accordance with section 73(2) of the
Enterprise Act 2002, formally accepting undertakings in lieu of a Referral
offered by Quanex, or a modified version of them;
7. if and to the extent that any or all of
Conditions 5 and 6 are waived or are not invoked by Quanex, all
authorisations, orders, grants, recognitions, determinations, confirmations,
consents, licences, clearances, permissions, exemptions and approvals from the
authorities referred to in or relevant to Conditions 5 and 6 (for the purposes
of this Condition 7 each a "Clearance") including, without limitation, any
Clearance in connection with a Referral and/or any "phase 2" or similar "in
depth" review by any of the authorities referred to in or relevant to
Conditions 5 and 6 having been obtained;
Notifications, waiting periods and Authorisations
8. all notifications, filings or applications
which are necessary or reasonably considered appropriate or desirable by
Quanex having been made in connection with the Transaction and all necessary
waiting periods (including any extensions thereof) under any applicable
legislation or regulation of any jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory and regulatory obligations in
any jurisdiction having been complied with in each case in respect of the
Transaction and its implementation and all Authorisations reasonably necessary
or appropriate for or in respect of the Transaction and, except pursuant to
Chapter 3 of Part 28 of the Companies Act, the acquisition of any shares or
other securities in, or control or management of, Tyman or any other member of
the Wider Tyman Group by any member of the Wider Quanex Group having been
obtained in terms and in a form reasonably satisfactory to Quanex from all
appropriate Third Parties or (without prejudice to the generality of the
foregoing) from any person or bodies with whom any member of the Wider Tyman
Group or the Wider Quanex Group has entered into contractual arrangements and
all such Authorisations necessary, appropriate or desirable to carry on the
business of any member of the Wider Tyman Group in any jurisdiction having
been obtained and all such Authorisations remaining in full force and effect
at the time at which the Transaction becomes otherwise unconditional and there
being no notice or intimation of an intention to revoke, suspend, restrict,
modify or not to renew such Authorisations;
General antitrust and regulatory
9. no antitrust regulator or Third Party having
given notice of a decision to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action to be
taken or otherwise having done anything, or having enacted, made or proposed
any statute, regulation, decision, order or change to published practice (and
in each case, not having withdrawn the same) and there not continuing to be
outstanding any statute, regulation, decision or order which would or might
reasonably be expected to, in any case to an extent or in a manner which is or
would be material in the context of the Wider Tyman Group taken as a whole or
in the context of the Transaction:
(a) require, prevent or materially delay
the divestiture or materially alter the terms envisaged for such divestiture
by any member of the Wider Quanex Group or by any member of the Wider Tyman
Group of all or any material part of its businesses, assets or property or
impose any limitation on the ability of all or any of them to conduct their
businesses (or any part thereof) or to own, control or manage any of their
assets or properties (or any part thereof);
(b) except pursuant to Chapter 3 of Part
28 of the Companies Act, require any member of the Wider Quanex Group or the
Wider Tyman Group to acquire or offer to acquire any shares, other securities
(or the equivalent) or interest in any member of the Wider Tyman Group or any
asset owned by any Third Party (other than in connection with the
implementation of the Transaction);
(c) impose any material limitation on,
or result in a material delay in, the ability of any member of the Wider
Quanex Group directly or indirectly to acquire, hold or to exercise
effectively all or any rights of ownership in respect of shares, loans or
securities convertible into shares or any other securities (or the equivalent)
in Tyman or on the ability of any member of the Wider Tyman Group or any
member of the Wider Quanex Group directly or indirectly to hold or exercise
effectively all or any rights of ownership in respect of shares, loans or
securities convertible into shares or any other securities (or the equivalent)
in, or to exercise voting or management control over, any member of the Wider
Tyman Group;
(d) otherwise adversely affect any or all
of the business, assets, profits or prospects of any member of the Wider Tyman
Group or the Wider Quanex Group;
(e) result in any member of the Wider
Tyman Group or any member of the Wider Quanex Group ceasing to be able to
carry on business under any name under which it presently carries on business;
(f) make the Scheme or the Transaction,
its implementation or the acquisition of any shares or other securities in, or
control or management of, Tyman or any member of the Wider Tyman Group by any
member of the Wider Quanex Group void, unenforceable and/or illegal under the
laws of any relevant jurisdiction, or otherwise, directly or indirectly
prevent or prohibit, restrict, restrain, or delay or otherwise materially
interfere with the implementation of, or impose additional conditions or
obligations with respect to, or otherwise challenge, impede, interfere or
require material amendment of the Scheme and/or the Transaction or the
acquisition of any shares or other securities in, or control or management of,
Tyman or any member of the Wider Tyman Group by any member of the Wider Quanex
Group;
(g) require, prevent or delay a
divestiture by any member of the Wider Quanex Group of any shares or other
securities (or the equivalent) in any member of the Wider Tyman Group or any
member of the Wider Quanex Group;
(h) impose any limitation on the ability
of any member of the Wider Quanex Group or any member of the Wider Tyman Group
to conduct, integrate or co-ordinate all or any part of its business with all
or any part of the business of any other member of the Wider Quanex Group
and/or the Wider Tyman Group;
(i) require any member of the Wider
Tyman Group or the Wider Quanex Group to terminate or vary in any material way
any material contract to which any member of the Wider Tyman Group or the
Wider Quanex Group is a party;
(j) require any member of the Wider
Quanex Group or any member of the Wider Tyman Group or any of their respective
affiliates to: (i) invest, contribute or loan any capital or assets to; (ii)
guarantee or pledge capital assets for the benefit of any member of the Wider
Quanex Group or any member of the Wider Tyman Group; or
(k) otherwise materially adversely affect
any or all of the business, assets, profits or prospects of any member of the
Wider Tyman Group or any member of the Wider Quanex Group,
and all applicable waiting and other time periods (including any extensions of
them) during which any such antitrust regulator or Third Party could decide to
take, institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under the laws of
any jurisdiction in respect of the Transaction or the acquisition of any Tyman
Shares or otherwise intervene having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
10. except as Disclosed, there being no provision of
any arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Tyman Group is a party or by or to
which any such member or any of its assets is or may be bound, entitled or
subject to or any event or circumstance which, as a consequence of the
Transaction or the proposed acquisition or the acquisition by any member of
the Wider Quanex Group of any shares or other securities (or the equivalent)
in Tyman or because of a change in the control or management of any member of
the Wider Tyman Group or otherwise, would or might reasonably be expected to
result in, in each case to an extent which is material in the context of the
Wider Tyman Group as a whole:
(a) any monies borrowed by, or any other
indebtedness or liabilities, actual or contingent, of, or any grant available
to, any member of the Wider Tyman Group being or becoming repayable, or
capable of being declared repayable, immediately or before its or their stated
maturity date or repayment date, or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited or being capable
of becoming or being withdrawn or inhibited;
(b) save in the ordinary course of
business, the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interests of any member of the Wider Tyman Group or any such mortgage,
charge or other security interest (whenever created, arising or having arisen)
being enforced or becoming enforceable;
(c) any such arrangement, agreement,
lease, licence, franchise, permit or other instrument being terminated or
becoming capable of being terminated or adversely modified or the rights,
liabilities, obligations or interests of any member of the Wider Tyman Group
being terminated or adversely modified or adversely affected or any obligation
or liability arising or any adverse action being taken or arising thereunder;
(d) any liability of any member of the
Wider Tyman Group to make any severance, termination, bonus or other payment
to any of its directors, or other officers;
(e) the rights, liabilities, obligations,
interests or business of any member of the Wider Tyman Group or any member of
the Wider Quanex Group under any such arrangement, agreement, licence, permit,
lease or instrument or the interests or business of any member of the Wider
Tyman Group or any member of the Wider Quanex Group in or with any other
person or body or firm or company (or any agreement or arrangement relating to
any such interests or business) being or becoming capable of being terminated,
or adversely modified or affected or any onerous obligation or liability
arising or any adverse action being taken thereunder;
(f) any member of the Wider Tyman Group
ceasing to be able to carry on business under any name under which it
presently carries on business;
(g) the business, assets, profits, value
of, or the financial or trading position or prospects of, any member of the
Wider Tyman Group being prejudiced or adversely affected; or
(h) the creation or acceleration of any
material liability (actual or contingent) by any member of the Wider Tyman
Group other than trade creditors or other liabilities incurred in the ordinary
course of business,
and, except as Disclosed, no event having occurred which, under any provision
of any arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Tyman Group is a party or by or to
which any such member or any of its assets are bound, entitled or subject,
would or might result in any of the events or circumstances as are referred to
in Conditions 10(a) to (h).
Certain events occurring since 31 December 2023
11. Except as Disclosed, no member of the Wider Tyman
Group having since 31 December 2023:
(a) issued or agreed to issue or
authorised or proposed or announced its intention to authorise or propose the
issue, of additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares, securities or convertible
securities or transferred or sold or agreed to transfer or sell or authorised
or proposed the transfer or sale of Tyman Shares out of treasury (except,
where relevant, as between Tyman and wholly-owned subsidiaries of Tyman or
between the wholly-owned subsidiaries of Tyman and except for the issue or
transfer out of treasury of Tyman Shares on the exercise of employee share
options or vesting of employee share awards in the ordinary course under the
Tyman Share Plans);
(b) recommended, declared, paid or made or
proposed to recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than: (i) the FY23
Dividend and (ii) dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly-owned subsidiary of Tyman to
Tyman or any of its wholly-owned subsidiaries;
(c) other than pursuant to the
Transaction (and except for transactions between Tyman and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Tyman and
transactions in the ordinary course of business) implemented, effected,
authorised or proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction, amalgamation,
scheme, commitment or offer or disposal of assets or shares or loan capital
(or the equivalent thereof) in each case to an extent which is material in the
context of the Wider Tyman Group taken as a whole or is material in the
context of the Transaction;
(d) except for: (i) transactions between
Tyman and its wholly-owned subsidiaries or between the wholly-owned
subsidiaries of Tyman and (ii) transactions in the ordinary course of
business, disposed of, or transferred, mortgaged or created any security
interest over any material asset or any right, title or interest in any
material asset or authorised, proposed or announced any intention to do so;
(e) except for transactions between Tyman
and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of
Tyman, issued, authorised or proposed or announced an intention to authorise
or propose, the issue of or made any change in or to the terms of any
debentures or become subject to any contingent liability or incurred or
increased any indebtedness, in each case to an extent which is material in the
context of the Wider Tyman Group taken as a whole or is material in the
context of the Transaction;
(f) entered into any licence or other
disposal of intellectual property rights of any member of the Wider Tyman
Group which are material in the context of the Wider Tyman Group taken as a
whole;
(g) entered into or varied or authorised,
proposed or announced its intention to enter into or vary any contract,
arrangement, agreement, transaction or commitment (whether in respect of
capital expenditure or otherwise) which is of a long term, unusual or onerous
nature or magnitude or which is or which involves or could involve an
obligation of a nature or magnitude which is reasonably likely to be
restrictive on the business of any member of the Wider Tyman Group;
(h) entered into or varied the terms of,
or made any offer (which remains open for acceptance) to enter into or vary
the terms of any contract, service agreement, commitment or arrangement with
any director or senior executive of any member of the Wider Tyman Group,
except for salary increases, bonuses or variations of terms in the ordinary
course;
(i) proposed, agreed to provide or
modified the terms of any share option scheme, incentive scheme or other
benefit relating to the employment or termination of employment of any
employee of the Wider Tyman Group;
(j) purchased, redeemed or repaid or
announced any proposal to purchase, redeem or repay any of its own shares or
other securities or reduced or, except in respect of the matters mentioned in
sub-paragraph (a) above, made any other change to any part of its share
capital;
(k) except in the ordinary course of
business, waived, compromised or settled any claim which is material in the
context of the Wider Tyman Group as a whole;
(l) terminated or varied the terms of
any agreement or arrangement between any member of the Wider Tyman Group and
any other person in a manner which would or might reasonably be expected to
have a material adverse effect on the financial position of the Wider Tyman
Group taken as a whole;
(m) made any material alteration to its
memorandum or articles of association or other constitutional documents;
(n) except in relation to changes made or
agreed as a result of, or arising from, changes to legislation, made or agreed
or consented to any change to:
(i) the terms of the trust deeds and rules
constituting the pension scheme(s) established by any member of the Wider
Tyman Group for its directors, employees or their dependants;
(ii) the contributions payable to any such scheme(s)
or to the benefits which accrue, or to the pensions which are payable,
thereunder;
(iii) the basis on which qualification for, or accrual
or entitlement to, such benefits or pensions are calculated or determined; or
(iv) the basis upon which the liabilities (including
pensions) of such pension schemes are funded, valued, made, agreed or
consented to;
(o) been unable, or admitted in writing
that it is unable, to pay its debts or commenced negotiations with one or more
of its creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business;
(p) taken or proposed any steps, corporate
action or had any legal proceedings instituted or threatened against it in
relation to the suspension of payments, a moratorium of any indebtedness, its
winding-up (voluntary or otherwise), dissolution, reorganisation or for the
appointment of a receiver, administrator, manager, administrative receiver,
trustee or similar officer of all or any of its material assets or revenues or
any analogous or equivalent steps or proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such person
appointed;
(q) except for transactions between Tyman
and its wholly-owned subsidiaries or between the wholly-owned subsidiaries,
made, authorised, proposed or announced an intention to propose any change in
its loan capital;
(r) entered into, implemented or
authorised the entry into, any joint venture, asset or profit-sharing
arrangement, partnership, merger of business or corporate entities,
composition, assignment, reconstruction, amalgamation, commitment, scheme or
other similar transaction or arrangement (other than the Scheme) which is
material in the context of the Wider Tyman Group taken as a whole or in the
context of the Transaction;
(s) having taken (or agreed or proposed
to take) any action which requires or would require, the consent of the Panel
or the approval of Tyman Shareholders in general meeting in accordance with,
or as contemplated by, Rule 21.1 of the Takeover Code; or
(t) entered into any agreement,
arrangement, commitment or contract or passed any resolution or made any offer
(which remains open for acceptance) with respect to or announced an intention
to, or to propose to, effect any of the transactions, matters or events
referred to in this Condition 11 which is material in the context of the Wider
Tyman Group taken as a whole;
No adverse change, litigation, regulatory enquiry or similar
12. except as Disclosed, since 31 December 2023 there
having been:
(a) no adverse change and no circumstance
having arisen which would or might be expected to result in any adverse change
or deterioration in, the business, assets, value, financial or trading
position or profits or prospects or operational performance of any member of
the Wider Tyman Group which is material in the context of the Wider Tyman
Group taken as a whole or is material in the context of the Transaction;
(b) no litigation, arbitration
proceedings, prosecution or other legal proceedings having been threatened,
announced or instituted by or against or remaining outstanding against or in
respect of, any member of the Wider Tyman Group or to which any member of the
Wider Tyman Group is or may become a party (whether as claimant, defendant or
otherwise) having been threatened, announced, instituted or remaining
outstanding by, against or in respect of, any member of the Wider Tyman Group,
in each case which is or might reasonably be expected to be material in the
context of the Wider Tyman Group taken as a whole or is material in the
context of the Transaction;
(c) no enquiry, review or investigation
by, or complaint or reference to, any Third Party against or in respect of any
member of the Wider Tyman Group having been threatened, announced or
instituted or remaining outstanding by, against or in respect of any member of
the Wider Tyman Group, in each case which might reasonably be expected to have
a material adverse effect on the Wider Tyman Group taken as a whole or is
material in the context of the Transaction;
(d) no contingent or other liability
having arisen or become apparent to Quanex or increased which is reasonably
likely to affect adversely the business, assets, financial or trading position
or profits or prospects or operational performance of any member of the Wider
Tyman Group to an extent which is material in the context of the Wider Tyman
Group taken as a whole or is material in the context of the Transaction;
(e) no steps having been taken and no
omissions having been made which are reasonably likely to result in the
withdrawal, cancellation, termination or modification of any licence held by
any member of the Wider Tyman Group which is necessary for the proper carrying
on of its business and the withdrawal, cancellation, termination or
modification of which might reasonably be expected to have a material adverse
effect on the Wider Tyman Group taken as a whole or is material in the context
of the Transaction; and
(f) no member of the Wider Tyman Group
having conducted its business in breach of any applicable laws or regulations
which might reasonably be expected to have a material adverse effect on the
Wider Tyman Group taken as a whole or is material in the context of the
Transaction;
No discovery of certain matters regarding information, liabilities and
environmental issues
13. except as Disclosed, Quanex not having discovered
that:
(a) any financial, business or other
information concerning the Wider Tyman Group publicly announced before the
date of this Announcement or disclosed at any time to any member of the Wider
Quanex Group by or on behalf of any member of the Wider Tyman Group before the
date of this Announcement is misleading, contains a material misrepresentation
of any fact, or omits to state a fact necessary to make that information not
misleading;
(b) any member of the Wider Tyman Group or
any partnership, company or other entity in which any member of the Wider
Tyman Group has a significant economic interest and which is not a subsidiary
undertaking of Tyman is, otherwise than in the ordinary course of business,
subject to any liability, contingent or otherwise which is material in the
context of the Wider Tyman Group taken as a whole or material in the context
of the Transaction;
(c) any past or present member of the
Wider Tyman Group has not complied with all applicable legislation,
regulations or other requirements of any jurisdiction or any Authorisations
relating to the use, treatment, storage, carriage, disposal, discharge,
spillage, release, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment (including property) or harm human
or animal health or otherwise relating to environmental matters or the health
and safety of humans, which non-compliance would be likely to give rise to any
material liability including any penalty for non-compliance (whether actual or
contingent) on the part of any member of the Wider Tyman Group, in each case
to an extent which is material in the context of the Wider Tyman Group taken
as a whole or material in the context of the Transaction;
(d) there has been a disposal, discharge,
spillage, accumulation, release, leak, emission or the migration, production,
supply, treatment, storage, transport or use of any waste or hazardous
substance or any substance likely to impair the environment (including any
property) or harm human or animal health which (whether or not giving rise to
non-compliance with any law or regulation), would be likely to give rise to
any material liability (whether actual or contingent) on the part of any
member of the Wider Tyman Group, in each case to an extent which is material
in the context of the Wider Tyman Group taken as a whole or material in the
context of the Transaction;
(e) there is or is reasonably likely to be
any obligation or liability (whether actual or contingent) or requirement to
make good, remediate, repair, reinstate or clean up any property, asset or any
controlled waters currently or previously owned, occupied, operated or made
use of or controlled by any past or present member of the Wider Tyman Group
(or on its behalf), or in which any such member may have or previously have
had or be deemed to have had an interest, under any environmental legislation,
common law, regulation, notice, circular, Authorisation or order of any Third
Party in any jurisdiction or to contribute to the cost thereof or associated
therewith or indemnify any person in relation thereto; or
(f) circumstances exist (whether as a
result of making the Transaction or otherwise) which would be reasonably
likely to lead to any Third Party instituting (or whereby any member of the
Wider Tyman Group would be likely to be required to institute), an
environmental audit or take any steps which would in any such case be
reasonably likely to result in any actual or contingent liability to improve
or install new plant or equipment or to make good, repair, reinstate or clean
up any property of any description or any asset now or previously owned,
occupied or made use of by any past or present member of the Wider Tyman Group
(or on its behalf) or by any person for which a member of the Wider Tyman
Group is or has been responsible, or in which any such member may have or
previously have had or be deemed to have had an interest, which is material in
the context of the Wider Tyman Group taken as a whole or material in the
context of the Transaction;
Intellectual property
14. no circumstance having arisen or event having
occurred in relation to any intellectual property owned or used by any member
of the Wider Tyman Group, including:
(a) any member of the Wider Tyman Group
losing its title to any intellectual property used in its business, or any
intellectual property owned by the Wider Tyman Group being revoked, cancelled
or declared invalid, which is material in the context of the Wider Tyman Group
taken as a whole;
(b) any claim being asserted in writing or
threatened in writing by any person challenging the ownership of any member of
the Wider Tyman Group to, or the validity or effectiveness of, any of its
intellectual property; or
(c) any agreement regarding the use of
any intellectual property licensed to or by any member of the Wider Tyman
Group being terminated or varied, which is material in the context of the
Wider Tyman Group taken as a whole; and
Anti-corruption, sanctions and criminal property
15. except as Disclosed, Quanex not having discovered:
(a) (i) any past or present member,
director, officer or employee of the Wider Tyman Group is or has at any time
engaged in any activity, practice or conduct would constitute an offence under
the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as
amended, or any other anti-corruption legislation applicable to the Wider
Tyman Group; or (ii) any person that performs or has performed services for or
on behalf of the Wider Tyman Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977, as amended, or any other applicable
anti-corruption legislation;
(b) any asset of any member of the Wider
Tyman Group constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition)
or proceeds of crime under any other applicable law, rule, or regulation
concerning money laundering or proceeds of crime or any member of the Wider
Tyman Group is found to have engaged in activities constituting money
laundering under any applicable law, rule, or regulation concerning money
laundering;
(c) any past or present member,
director, officer or employee of the Wider Tyman Group, or any other person
for whom any such person may be liable or responsible, has engaged in any
business with, made any investments in, made any funds or assets available to
or received any funds or assets from: (i) any government, entity or individual
in respect of which US or European Union persons, or persons operating in
those territories, are prohibited from engaging in activities or doing
business, or from receiving or making available funds or economic resources,
by applicable UK, US or European Union laws or regulations, including the
economic sanctions administered by the United States Office of Foreign Assets
Control or HM Treasury & Customs; or (ii) any government, entity or
individual targeted by any of the economic sanctions of the United Nations,
the United Kingdom, the United States, the European Union or any of its member
states; or
(d) a member of the Wider Tyman Group has
engaged in any transaction or conduct which would cause any member of the
Wider Quanex Group to be in breach of any applicable law or regulation upon
its Transaction of Tyman, including the economic sanctions of the United
States Office of Foreign Assets Control or HM Treasury & Customs, or any
government, entity or individual targeted by any of the economic sanctions of
the United Nations, the United Kingdom, the United States, the European Union
or any of its member states.
PART B: CERTAIN FURTHER TERMS OF THE TRANSACTION
1. The Transaction will be subject to the
satisfaction (or waiver, if capable of waiver) of the Conditions, and to the
full terms and conditions which will be set out in the Scheme Document.
2. Conditions 2(a), 2(b) and 3 to 15 (inclusive)
of Part A above must each be fulfilled, determined by Quanex to be or to
remain satisfied or (if capable of waiver) be waived by Quanex by no later
than 11.59 p.m. (London time) on the date immediately preceding the date of
the Sanction Hearing, failing which the Scheme will, with the consent of the
Panel (if required), lapse.
3. Notwithstanding the paragraph above, subject to
the requirements of the Panel and the Takeover Code, Quanex reserves the right
in its sole discretion to waive:
(a) the deadline set out in Condition 1 of
Part A above, and any deadlines set out in Condition 2 of Part A above for the
timing of the Court Meeting, the General Meeting and the Sanction Hearing. If
any such deadline is not met, Quanex will make an announcement by 8.00 a.m.
(London time) on the Business Day following such deadline confirming whether
it has invoked or waived the relevant Condition or agreed with Tyman to extend
the deadline in relation to the relevant Condition. In all other respects,
Conditions 1 and 2 of Part A above cannot be waived; and
(b) in whole or in part, all or any of
Conditions 8 to 15 (inclusive) of Part A above.
4. Quanex will be under no obligation to waive (if
capable of waiver) or to treat as fulfilled any of the Conditions by a date
earlier than the latest date for the fulfilment of that Condition,
notwithstanding that the other Conditions may at such earlier date have been
waived or fulfilled and that there are at such earlier date no circumstances
indicating that any of such Conditions may not be capable of fulfilment.
5. If Quanex is required by the Panel to make an
offer for Tyman Shares under the provisions of Rule 9 of the Takeover Code,
Quanex may make such alterations to any of the above Conditions and terms of
the Transaction as are necessary to comply with the provisions of that Rule.
6. Under Rule 13.5(a) of the Takeover Code, Quanex
may only invoke a Condition that is subject to Rule 13.5(a) of the Takeover
Code so as to cause the Transaction not to proceed, to lapse or to be
withdrawn with the consent of the Panel. The Panel will normally only give its
consent if the circumstances which give rise to the right to invoke the
Condition are of material significance to Quanex in the context of the
Transaction. This will be judged by reference to the facts of each case at the
time that the relevant circumstances arrive.
7. Any condition that is subject to Rule 13.5(a)
may be waived by Quanex.
8. Conditions 1, 2, 3 and 4 of Part A above (and,
if applicable, any acceptance condition if the Transaction is implemented by
means of a Takeover Offer) are not subject to Rule 13.5(a) of the Takeover
Code.
9. Each of the Conditions will be regarded as a
separate Condition and will not be limited by reference to any other
Condition.
10. The Tyman Shares to be acquired under the
Transaction will be acquired with full title guarantee, fully paid and free
from all liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any nature and
together with all rights now or hereafter attaching or accruing to them,
including, without limitation, voting rights and the right to receive and
retain in full all dividends and other distributions (if any) declared, made
or paid, or any other return of value (whether by reduction of share capital
or share premium account or otherwise) made, on or after the Effective Date
(other than the FY23 Dividend or any dividend in respect of which a
corresponding reduction in the consideration payable in respect of each Tyman
Share has been made as described in paragraph 11 below).
11. Subject to the terms of the Scheme, if, on or
after the date of this Announcement, any dividend, distribution and/or other
return of value is announced (other than the FY23 Dividend), Quanex reserves
the right (without prejudice to any right of Quanex, with the consent of the
Panel, to invoke Condition 11(b) of Part A above) to reduce the consideration
by the amount of any such dividend, distribution or other return of value
(other than, or in excess of, the FY23 Dividend), in which case: (a) any
reference in this Announcement or in the Scheme Document to the consideration
for the Tyman Shares will be deemed to be a reference to the consideration as
so reduced (and accordingly, the Main Offer and the Capped All-Share
Alternative); and (b) the relevant eligible Tyman Shareholders will be
entitled to receive and retain such dividend or distribution. To the extent
that any such dividend or other distribution announced, declared or paid is:
(i) transferred pursuant to the Transaction on a basis which entitles Quanex
to receive the dividend or distribution and to retain it; or (ii) cancelled,
the consideration will not be subject to change in accordance with this
paragraph 11. Any exercise by Quanex of its rights referred to in this
paragraph 11 shall be the subject of an announcement and the consent of the
Panel and, for the avoidance of doubt, shall not be regarded as constituting
any revision or variation of the Transaction.
12. Fractions of New Quanex Shares will not be issued
to Tyman Shareholders. Instead, Tyman Shareholders who otherwise would have
received a fraction of a New Quanex Share will receive an additional amount in
cash, rounded to the nearest cent, based on the amount obtained by multiplying
such fraction by the closing sale price of Quanex Shares on the trading day
immediately prior to the Effective Date. Any fractional entitlements of a
Tyman Shareholder to New Quanex Shares under the Capped All-Share Alternative
will be rounded down to the nearest whole number of New Quanex Shares per
Tyman Shareholder. Fractional entitlements to New Quanex Shares will not be
allotted or issued to such Tyman Shareholder but will be disregarded. The
transmission of New Quanex Shares by the transfer agent shall be subject to
any applicable legal or regulatory conditions required in connection with such
transmission.
13. The New Quanex Shares will be issued credited as
fully paid and will rank pari passu in all respects with Quanex Shares in
issue at the time that the New Quanex Shares are issued pursuant to the
Transaction, including the right to receive and retain dividends and other
distributions declared, made or paid by reference to a record date falling on
or after the Effective Date. Application will be made to the NYSE for the New
Quanex Shares to be listed on the NYSE on completion of the Transaction.
14. Quanex reserves the right to elect (with the
consent of the Panel and subject to the terms of the Co-operation Agreement)
to implement the Transaction by way of a Takeover Offer as an alternative to
the Scheme. In such event, the Transaction will be implemented on
substantially the same terms (subject to appropriate amendments including
(without limitation) the inclusion of an acceptance condition which will be
set at 90 per cent. (or such lesser percentage, being more than 50 per cent.
of the voting rights attaching to Quanex Shares, as Quanex may decide) of
shares to which the Transaction relates and those required by, or deemed
appropriate by, Quanex under applicable law, so far as applicable) as those
which would apply to the Scheme. Further, if sufficient acceptances of the
Takeover Offer are received and/or sufficient Tyman Shares are otherwise
acquired, it is the intention of Quanex to apply the provisions of the
Companies Act to compulsorily acquire any outstanding Tyman Shares to which
such Takeover Offer relates.
15. The availability of the Transaction to persons not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements.
16. The Scheme will be governed by English law and is
subject to the jurisdiction of the English courts and to the Conditions and
further terms set out in this Appendix 1 and to be set out in the Scheme
Document. The Transaction will be subject to the applicable requirements of
the Takeover Code, the Panel, the Listing Rules, the London Stock Exchange,
the NYSE, the Registrar of Companies and the FCA.
Appendix 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used:
1. The Latest Practicable Date is close of
business on 19 April 2024 (being the last Business Day prior to the date of
this Announcement).
2. The existing issued and to be issued ordinary
share capital of Tyman on a fully diluted basis comprises:
(a) 196,762,059 Tyman Shares in issue as
at the Latest Practicable Date including 439,810 Tyman Shares held in treasury
and 1,567,155 Tyman shares held by the employee benefit trust as at 31 March
2024; and
(b) Tyman expects that a total of
2,329,248 shares will be required as a result of the exercising of options and
granting of awards, of which 439,810 shares will be satisfied from the shares
held in treasury and 1,567,155 shares will be satisfied by shares held by the
employee benefit trust. As a result, Tyman expects 322,283 new Tyman Shares to
be issued on or after the date of this Announcement, resulting in an aggregate
fully diluted share capital of 197,084,342 Tyman Shares.
3. The value of Tyman's entire issued and to be
issued ordinary share capital of £788 million, implied by the terms of the
Transaction, is based on the consideration of 400.0 pence per Tyman Share
multiplied by the issued and to be issued share capital of Tyman (as referred
to at paragraph 2 above).
4. The maximum number of New Quanex Shares to be
issued pursuant to the Transaction is calculated as:
(a) Tyman's issued and to be issued
ordinary share capital of 197,084,342 (as referred to in paragraph 2 above);
(b) multiplied by a ratio of:
(i) 0.05715 of a New Quanex Share for every 1
Tyman Share in respect of the Main Offer;
(ii) 0.14288 of a New Quanex Share for every 1 Tyman
Share in respect of the Capped All-Share Alternative; and
(c) assumes valid acceptances for the
Capped All-Share Alternative are received in respect of 25 per cent. of the
Tyman Share capital in issue (being the maximum amount of acceptances to be
accepted by Quanex in respect of the Capped All-Share Alternative).
5. The minimum number of New Quanex Shares to be
issued pursuant to the Transaction is calculated as:
(a) Tyman's issued and to be issued
ordinary share capital of 197,084,342 (as referred to in paragraph 2 above);
(b) multiplied by a ratio of:
(i) 0.05715 of a New Quanex Share for every 1
Tyman Share in respect of the Main Offer;
(ii) 0.14288 of a New Quanex Share for every 1 Tyman
Share in respect of the Capped All-Share Alternative; and
(c) assumes valid acceptances for the
Capped All-Share Alternative are received in respect of 16 per cent. of the
Tyman Share capital in issue (being the amount of Tyman Shares held by Teleios
in respect of which Teleios has agreed to accept the Capped All-Share
Alternative).
6. As of 19 April 2024, Quanex had 33,111,593
shares of common stock outstanding excluding 4,015,431 Quanex Shares held in
treasury.
7. The maximum enlarged issued share capital of
the Enlarged Group (being 48,598,758 Quanex Shares) has been calculated based
on:
(a) 33,111,593 Quanex shares of common
stock outstanding (as referred to in paragraph 6 above); and
(b) 15,487,165 New Quanex Shares which
would be issued under the terms of the Transaction if the maximum amount of
the Capped All-Share Alternative are accepted by Quanex (as referred to in
paragraph 4 above).
8. The minimum enlarged issued share capital of
the Enlarged Group (being 47,148,022 Quanex Shares) has been calculated based
on:
(a) 33,111,593 Quanex shares of common
stock outstanding (as referred to in paragraph 6 above); and
(b) 14,036,429 New Quanex Shares which
would be issued under the terms of the Transaction if the minimum amount of
the Capped All-Share Alternative are accepted by Quanex (as referred to in
paragraph 5 above).
9. The percentage range of the enlarged issued
share capital of the Enlarged Group that will be owned by Tyman Shareholders
is calculated by dividing the maximum and minimum number of New Quanex Shares
to be issued pursuant to the terms of the Transaction (as set out in
paragraphs 4 and 5 above, respectively) by the maximum and minimum enlarged
issued share capital of the Enlarged Group (as set out in paragraphs 7 and 8
above, respectively) and multiplying the resulting amount by 100 to produce a
percentage.
10. The percentage range of the enlarged issued share
capital of the Enlarged Group that will be owned by Quanex Stockholders is
calculated by dividing the 33,111,593 existing Quanex Shares (as set out in
paragraph 5 above) by the maximum and minimum enlarged issued share capital of
the Enlarged Group (as set out in paragraphs 7 and 8 above, respectively) and
multiplying the resulting amount by 100 to produce a percentage.
11. The Closing Price on 19 April 2024 is taken from
the Daily Official List.
12. Volume-weighted average prices have been derived
from Bloomberg and have been rounded to the nearest single decimal place.
13. The premium calculations to the price per Tyman
Share have been made by reference to the offer price of 400.0 pence per Tyman
Share referred to in paragraph 3 above and:
(a) the Closing Price of 296.0 pence per
Tyman Share, which represents a Closing ex Dividend Price of 286.5 pence on
the Latest Practicable Date;
(b) the one-month volume weighted average
price of 294.2 pence per Tyman Share from 20 March 2024 to the Latest
Practicable Date; and
(c) the six-month volume weighted
average price of 284.8 pence per Tyman Share from 20 October 2023 to the
Latest Practicable Date.
14. The GBP:USD exchange rate of 1.2373 (the "Exchange
Rate") has been derived from Bloomberg and is based on the exchange rate as at
4:00 p.m. (New York time) on 19 April 2024 (being the Latest Practicable
Date).
15. Unless otherwise stated, the financial information
relating to Tyman is extracted from the audited consolidated financial
statements of Tyman for the financial year to 31 December 2023, prepared in
accordance with IFRS, assuming an average exchange rate of 1.2439 GBP:USD.
16. The financial information relating to Quanex is
extracted from the audited consolidated financial statements of Quanex for the
financial year to 31 October 2023, prepared in accordance with US GAAP.
17. The combined 2023 revenue referred to in this
Announcement has been calculated based on 2023 financial figures using October
31 year end for Quanex and December 31 year end for Tyman, assuming an
exchange rate of 1.2439 GBP:USD.
18. Net leverage at end of fiscal year 2024 based on
expected pro-forma net debt and Enlarged Group adjusted EBITDA at October 31,
2024 (assuming the Transaction has completed) after taking into account the
full impact of run rate cost synergies.
19. Certain figures included in this Announcement have
been subject to rounding adjustments.
Appendix 3
IRREVOCABLE UNDERTAKINGS
1. Tyman Directors
The following Tyman Directors have given irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Tyman Resolutions to be
proposed at the General Meeting and, if Quanex exercises its right to
implement the Transaction by way of a Takeover Offer (subject to the consent
of the Panel and the terms of the Co-operation Agreement), to accept or
procure acceptance of such Takeover Offer, in each case in respect of their
own legal and/or beneficial holdings (or those Tyman Shares over which they
have control and are held by their close relatives and related trusts) of
Tyman Shares as well as any further Tyman Shares of which they may become the
legal and/or beneficial holder (whether as a result of the vesting of awards
under the Tyman Share Plans or otherwise):
Name Number of Tyman Shares Percentage of Tyman existing issued share capital
Jason Ashton 109,579 0.06%
Pamela Bingham 11,718 0.01%
Nicky Hartery 159,797 0.08%
Dave Randich 50,000 0.03%
Paul Withers 115,000 0.06%
Total 446,094 0.23%
These irrevocable undertakings remain binding in the event a higher competing
offer is made for Tyman and will only cease to be binding if:
· Quanex publicly announces, with the consent of the Panel,
that it does not intend to proceed with the Transaction and no new, revised or
replacement offer is announced by Quanex in accordance with Rule 2.7 of the
Takeover Code at the same time;
· the Scheme Document or Offer Document (if applicable) has
not been posted to Tyman Shareholders within 28 days (or such longer period as
Quanex and Tyman may agree, with the consent of the Panel if required) of this
Announcement;
· Quanex has elected (in accordance with and subject to the
terms of the Co-operation Agreement and with the consent of the Panel) to
proceed with the implementation of the Transaction by way of Takeover Offer in
accordance with the terms of the undertaking and the requirements of paragraph
8 of Appendix 7 to the Takeover Code;
· Tyman publicly announces that its board acting in its
absolute fiduciary discretion has withdrawn its recommendation of the
Transaction as a result of a reduction in the value of the consideration to be
received by Tyman Shareholders (and provided that announcement expressly
refers to such reduction in value as the reason for its withdrawn
recommendation);
· on the date upon which any competing third party offer or
scheme of arrangement becomes or is declared unconditional in all respects or
otherwise becomes effective;
· the Scheme becomes effective in accordance with its terms
or an offer (made pursuant to the terms of the undertaking) is declared
unconditional in accordance with the requirements of the Takeover Code; or
· the Transaction lapses, is withdrawn or if no new,
revised or replacement offer or scheme has then been announced by Quanex in
accordance with Rule 2.7 of the Takeover Code at the same time.
2. Teleios
Teleios has given an irrevocable undertaking in respect of its beneficial
holdings of Tyman Shares (or those Tyman Shares over which it has control),
being 32,347,981 Tyman Shares representing 16.4 per cent. of the Tyman Shares
in issue. Pursuant to this undertaking, Teleios has agreed to accept the
Capped All-Share Alternative in respect of its entire holding of Tyman Shares.
This irrevocable undertaking remains binding in the event a higher competing
offer is made for Tyman and will only cease to be binding if:
· Quanex publicly announces, with the consent of the Panel,
that it does not intend to proceed with the Transaction and no new, revised or
replacement offer is announced by Quanex in accordance with Rule 2.7 of the
Takeover Code at the same time;
· the Scheme Document or Offer Document (if applicable) has
not been posted to Tyman Shareholders within 28 days (or such longer period as
Quanex and Tyman may agree, with the consent of the Panel if required) of
this;
· Quanex has elected (in accordance with and subject to the
terms of the Co-operation Agreement and with the consent of the Panel) to
proceed with the implementation of the Transaction by way of Takeover Offer in
accordance with the terms of the undertaking and the requirements of paragraph
8 of Appendix 7 to the Takeover Code;
· Tyman publicly announces that its board has withdrawn its
recommendation of the Transaction as a result of a reduction in the value of
the consideration to be received by Tyman Shareholders (and provided that
announcement expressly refers to such reduction in value as a reason for its
withdrawn recommendation);
· on the date upon which any competing third party offer or
scheme of arrangement becomes or is declared unconditional in all respects or
otherwise becomes effective;
· the Scheme becomes effective in accordance with its terms
or an offer (made pursuant to the terms of the undertaking) is declared
unconditional in accordance with the requirements of the Takeover Code; or
· the Transaction lapses, is withdrawn or if no new,
revised or replacement offer or scheme has then been announced by Quanex in
accordance with Rule 2.7 of the Takeover Code at the same time.
Notwithstanding any other terms of the irrevocable undertaking, Teleios is
expressly permitted to accept or exercise its voting rights in favour of a
competing offer, provided that such offer:
· is not subject to the satisfaction of any pre-conditions;
· has been publicly recommended by the Tyman Board; and
· represents a greater than 12.5 per cent. increase in
value to the consideration to be received by Tyman Shareholders who elect for
the Capped All-Share Alternative.
Appendix 4
PART A
QUANTIFIED FINANCIAL BENEFITS STATEMENT
The Quanex Directors, having reviewed and analysed the potential cost
synergies of the Transaction, and taking into account the factors they can
influence, believe that the Enlarged Group can deliver approximately US$30
million of pre-tax recurring cost synergies on an annual run-rate basis,
expected to be realised by the end of the second full year following
completion of the Transaction.
The quantified cost synergies, which are expected to originate from the cost
bases of both Quanex and Tyman, are expected to be realised primarily from:
· approximately 30 per cent. in corporate and listing
related costs, generated from de-duplication and rationalisation of public
company costs and of executive leadership;
· approximately 30 per cent. in procurement savings
from scale economies and consolidation of overlapping spend categories; and
· approximately 40 per cent. in savings from
consolidation and de-duplication of overlapping administrative and commercial
functions and activities.
The Quanex Directors expect approximately 50 per cent. of these cost synergies
to be achieved by the end of the first 12-month period following completion of
the Transaction and the full run-rate by the second anniversary of completion
of the Transaction.
The Quanex Directors estimate that the realisation of the identified cost
synergies will result in one-off costs to achieve of approximately US$35
million in aggregate over the first two years post completion of the
Transaction.
Potential areas of dis-synergy expected to arise in connection with the
Transaction have been considered and were determined by the Quanex Directors
to be immaterial for the analysis.
The identified cost synergies will occur as a direct result of the success of
the Transaction and would not be achieved on a standalone basis. The
identified cost synergies reflect both the beneficial elements and relevant
costs.
Bases of Belief and Principal Assumptions for the Quantified Financial
Benefits Statement
In preparing the Quantified Financial Benefits Statement, Tyman has provided
Quanex with certain operating and financial information to facilitate a
detailed analysis in support of evaluating the potential synergies available
from the Transaction. Where possible, estimated benefits and costs have been
calculated on a bottom-up basis. In circumstances where data has been limited
for commercial, regulatory, or other reasons, Quanex management has made
estimates and assumptions to aid its development of individual synergy
initiatives. The assessment and quantification of the potential synergies
have, in turn, been informed by Quanex management's industry experience and
knowledge of the existing businesses, together with consultation with Tyman.
The synergy assumptions have been risk-adjusted.
The cost bases used as the basis for the Quantified Financial Benefits
Statement are Quanex last twelve months to 31 January 2024 (with adjustments
made to reflect non-recurring items) and manpower costs and headcount data as
of 25 March 2024, and Tyman audited financial results and headcount data for
the year ending 31 December 2023 (with adjustments made to reflect
non-recurring items and expected future changes in certain costs).
In arriving at the Quantified Financial Benefits Statement, the Quanex
Directors have assumed:
· No material change to macroeconomic, political,
legal, or regulatory conditions in the markets or regions in which Quanex and
Tyman operate;
· No material change in accounting standards;
· No material change in the underlying operations of
either business from the Transaction;
· No material impact from divestments from either the
Quanex or Tyman existing businesses;
· No material change in tax legislation, tax rates,
or other legislation in the UK or US that could materially impact the ability
to achieve any benefits;
· No material change in current foreign exchange
rates;
· Foreign exchange conversions based on 3 April 2024
spot rates;
· The Enlarged Group will be publicly listed in the
United States.
In addition, the Quanex Directors have assumed that the cost synergies are
substantively within Quanex's control, albeit that certain elements are
dependent in part on negotiations with third parties.
PART B
REPORT FROM KPMG
KPMG LLP Tel +44 (0) 20 7311 1000
15 Canada Square
London E14 5GL
United Kingdom
Private & Confidential
The Directors
Quanex Building Products Corporation
1800 West Loop South
Houston
Texas 77027
UBS AG London Branch
5 Broadgate
London
EC2M 2QS
22 April 2024
Ladies and Gentlemen
Quanex Building Products Corporation
We report on the statement ('the Statement') made by the directors of Quanex
Building Products Corporation ('the Directors') on page 73 of the Announcement
entitled "RECOMMENDED CASH AND SHARE OFFER FOR TYMAN PLC ("TYMAN") BY QUANEX
BUILDING PRODUCTS CORPORATION ("QUANEX")" ('the Announcement') to the effect
that:
"The Quanex Directors, having reviewed and analysed the potential cost
synergies of the Transaction, and taking into account the factors they can
influence, believe that the Enlarged Group can deliver approximately US$30
million of pre-tax recurring cost synergies on an annual run-rate basis,
expected to be realised by the end of the second full year following
completion of the Transaction.
The quantified cost synergies, which are expected to originate from the cost
bases of both Quanex and Tyman, are expected to be realised primarily from:
· approximately 30 per cent. in corporate and listing
related costs, generated from de-duplication and rationalisation of public
company costs and of executive leadership;
· approximately 30 per cent. in procurement savings
from scale economies and consolidation of overlapping spend categories; and
· approximately 40 per cent. in savings from
consolidation and de-duplication of overlapping administrative and commercial
functions and activities.
The Quanex Directors expect approximately 50 per cent. of these cost synergies
to be achieved by the end of the first 12-month period following completion of
the Transaction and the full run-rate by the second anniversary of completion
of the Transaction.
The Quanex Directors estimate that the realisation of the identified cost
synergies will result in one-off costs to achieve of approximately US$35
million in aggregate over the first two years post completion of the
Transaction.
Potential areas of dis-synergy expected to arise in connection with the
Transaction have been considered and were determined by the Quanex Directors
to be immaterial for the analysis.
The identified cost synergies will occur as a direct result of the success of
the Transaction and would not be achieved on a standalone basis. The
identified cost synergies reflect both the beneficial elements and relevant
costs."
This report is required by Rule 28.1(a) of the City Code on Takeovers and
Mergers ('the City Code') and is given for the purpose of complying with that
requirement and for no other purpose.
Opinion
In our opinion, the Statement has been properly compiled on the basis stated.
The Statement has been made in the context of the disclosures on pages 73 to
74 of the Announcement setting out, inter alia, the basis of the Directors'
belief (including the principal assumptions and sources of information)
supporting the Statement and their analysis and explanation of the underlying
constituent elements.
Responsibilities
It is the responsibility of the Directors to prepare the Statement in
accordance with the requirements of Rule 28 of the City Code.
It is our responsibility to form an opinion, as required by Rule 28.1(a) of
the City Code as to whether the Statement has been properly compiled on the
basis stated and to report that opinion to you.
Save for any responsibility which we may have to those persons to whom this
report is expressly addressed, to the fullest extent permitted by law we do
not assume any responsibility and will not accept any liability to any other
person for any loss suffered by any such other person as a result of, arising
out of, or in connection with this report or our statement, required by and
given solely for the purposes of complying with Rule 23.2 of the City Code,
consenting to its inclusion in the Announcement.
Basis of preparation of the Statement
The Statement has been prepared on the basis stated on page 74 of the
Announcement.
Basis of opinion
We conducted our work in accordance with Standards for Investment Reporting
issued by the Financial Reporting Council in the United Kingdom (the 'FRC').
We are independent, and have fulfilled our other ethical responsibilities, in
accordance with the relevant ethical requirements of the FRC's Ethical
Standard as applied to Investment Circular Reporting Engagements.
We have discussed the Statement, together with the underlying plans, with the
Directors and UBS AG, London branch. Our work did not involve any independent
examination of any of the financial or other information underlying the
Statement.
We planned and performed our work so as to obtain the information and
explanations we considered necessary in order to provide us with reasonable
assurance that the Statement has been properly compiled on the basis stated.
Our work has not been carried out in accordance with auditing or other
standards and practices generally accepted in the United States of America and
accordingly should not be relied upon as if it had been carried out in
accordance with those standards and practices.
We do not express any opinion as to the achievability of the benefits
identified by the Directors in the Statement. The Statement is subject to
uncertainty as described in Appendix 4 to the Announcement. Since the
Statement relates to the future and may therefore be affected by unforeseen
events, we express no opinion as to whether the actual benefits achieved will
correspond to those anticipated in the Statement and the differences may be
material.
Yours faithfully
KPMG LLP
KPMG LLP
15 Canada Square, Canary Wharf
London
E14 5GL
United Kingdom
PART C
REPORT FROM UBS AG LONDON BRANCH
The Directors
Quanex Building Products Corporation
945 Bunker Hill Road, Suite 900
Houston, Texas 77024
22 April 2024
Dear Ladies and Gentlemen
Recommended merger of Quanex ("Quanex") with Tyman Plc ("Tyman") - Report on
Quantified Financial Benefits Statement of Quanex
We refer to the Quantified Financial Benefits Statement, the bases of belief
thereof and the notes thereto (together, the "Statement") made by Quanex, as
set out in Part A of Appendix 4 to the announcement dated 22 April 2024 of
which this report forms part (the "Announcement"), for which the directors of
Quanex (the "Directors") are solely responsible under Rule 28.3 of the City
Code on Takeovers and Mergers (the "Code").
We have discussed the Statement (including the bases of belief, assumptions
and sources of information referred to therein) with the Directors and those
officers and employees of Quanex who developed the underlying plans, as well
as with KPMG LLP. The Statement is subject to uncertainty as described in the
Announcement and our work did not involve an independent examination or
verification of any of the financial or other information underlying the
Statement.
We have relied upon the accuracy and completeness of all the financial and
other information provided to us by or on behalf of Quanex, or otherwise
discussed with or reviewed by us, and we have assumed such accuracy and
completeness for the purposes of providing this report.
We have also reviewed the work carried out by KPMG LLP and have discussed with
them their opinion set out in Part B of Appendix 4 to the Announcement
addressed to you and us on this matter and the accounting policies and bases
of calculation for the Statement.
We do not express any view or opinion as to the achievability of the
quantified financial benefits, whether on the basis identified by the
Directors in the Statement or otherwise.
This report is provided pursuant to our engagement letter with Quanex solely
to the Directors of Quanex in connection with Rule 28.1(a)(ii) of the Code and
for no other purpose. We accept no responsibility to Quanex or its
shareholders or any person (including, without limitation, the board of
directors and shareholders of Tyman) other than the Directors in respect of
the contents of this report. We are acting exclusively as financial adviser to
Quanex and no one else in connection with the merger of Tyman with Quanex
referred to in the Announcement and it is for the purpose of complying with
Rule 28.1(a)(ii) of the Code that Quanex has requested UBS AG London Branch to
prepare this report relating to the Statement. No person other than the
Directors can rely on the contents of this report, or on the work undertaken
in connection with this report, and, to the fullest extent permitted by law,
we expressly exclude all liability (whether in contract, tort or otherwise) to
any other person, in respect of this report, its contents, its results, or the
work undertaken in connection with this report or any of the results or
conclusions that may be derived from this report or any written or oral
information provided in connection with this report, and any such liability is
expressly disclaimed except to the extent that such liability cannot be
excluded by law.
On the basis of the foregoing, we consider that the Statement, for which you
as the Directors are solely responsible, for the purposes of the Code, has
been prepared with due care and consideration.
Yours faithfully,
UBS AG London Branch
Appendix 5
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Announcement"
this announcement (including the summary and Appendices to it);
"Authorisations"
authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions, determinations, exemptions
or approvals;
"Business
Day"
a day, other than a Saturday, Sunday, public holiday or bank holiday, on which
clearing banks are generally open for business in the City of London and New
York;
"Capped All-Share
Alternative" the
alternative to the Main Offer whereby Tyman Shareholders (other than Tyman
Shareholders resident or located in a Restricted Jurisdiction) may elect to
receive the consideration applicable to their entire holding of Tyman Shares
in New Quanex Shares at a ratio of 0.14288 of a New Quanex Share to every 1
Tyman Share held as at the Scheme Record Date;
"Clean Team and Joint Defence Agreement" clean team and joint defence
agreement entered into between Tyman, Quanex and their respective external
regulatory counsel dated 27 March 2024;
"Closing ex Dividend
Price"
the Closing Price of a Tyman Share on the Latest Practicable Date of 296.0
pence deducting the amount of the FY23 Dividend;
"Closing
Price"
closing middle market price of a Tyman Share on a particular trading day as
derived from the Daily Official List;
"CMA"
Competition and Markets Authority, a UK statutory body established under the
Enterprise and Regulatory Reform Act 2013;
"Co-operation
Agreement"
co-operation agreement entered into between Quanex and Tyman dated 22 April
2024;
"Companies
Act"
Companies Act 2006, as amended;
"Conditions"
the conditions to the Transaction, as set out in Appendix 1 to this
Announcement and to be set out in the Scheme Document;
"Court"
High Court of Justice in England and Wales;
"Court
Meeting"
the meeting of Tyman Shareholders to be convened at the direction of the Court
pursuant to Part 26 of the Companies Act to consider and, if thought fit, to
approve the Scheme (with or without amendment), and including any adjournment,
postponement or reconvening of it;
"Court
Order"
order of the Court sanctioning the Scheme under Part 26 of the Companies Act;
"CREST"
the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in the CREST Regulations) in accordance
with which securities may be held and transferred in uncertificated form;
"CREST
Regulations"
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (including
as it forms part of domestic law of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018), as amended from time to time;
"Daily Official
List"
Daily Official List published by the London Stock Exchange;
"Dealing
Disclosure"
an announcement pursuant to Rule 8 of the Takeover Code containing details of
dealings in interests in relevant securities of a party to an offer;
"Deutsche
Numis"
Numis Securities Limited (trading as Deutsche Numis);
"Disclosed"
the information fairly disclosed by, or on behalf of, Tyman: (i) in the annual
report and accounts of the Tyman Group for the financial year ended 31
December 2023; (ii) in this Announcement; or (iii) in any other announcement
to a Regulatory Information Service by, or on behalf of, Tyman before the
publication of this Announcement;
"EBITDA"
means earnings before interest, tax, depreciation, intangible amortisation,
exceptional items, share option costs and acquisition costs;
"Effective"
in the context of the Transaction: (i) if the Transaction is implemented by
way of the Scheme, the Scheme having become effective pursuant to its terms or
(ii) if the Transaction is implemented by way of a Takeover Offer, the
Takeover Offer having been declared or having become unconditional in
accordance with the requirements of the Takeover Code;
"Effective
Date"
the date on which the Transaction becomes Effective;
"Enlarged
Group"
the enlarged group following completion of the Transaction, comprising the
Quanex Group and the Tyman Group;
"Euroclear"
Euroclear UK & International Limited;
"Exchange
Rate"
has the meaning given at paragraph 14 of Appendix 2;
"Excluded
Shares"
any Tyman Shares at the Scheme Record Time which (if any):
(a) are owned or controlled by the Quanex Group; or
(b) are held by Tyman as treasury shares (within the meaning of the Companies
Act);
"FCA"
Financial Conduct Authority of the United Kingdom or its successor from time
to time, acting in its capacity as the competent authority for the purposes of
Part VI of FSMA;
"FCA
Handbook"
the FCA's Handbook of rules and guidance as amended from time to time;
"Form of
Election"
the form by which Scheme Shareholders (other than those resident in a
Restricted Jurisdiction) may elect to receive the Capped All-Share Alternative
which will accompany the Scheme Document;
"Forms of
Proxy"
forms of proxy for use at the Court Meeting and the General Meeting which will
accompany the Scheme Document;
"FSMA"
the Financial Services and Markets Act 2000, as amended from time to time;
"FY"
a financial year ending 31 October;
"FY23
Dividend"
final dividend of 9.5 pence per Tyman Share announced by Tyman on 7 March
2024;
"General
Meeting"
the general meeting of Tyman Shareholders to be convened in connection with
the Scheme to consider and, if thought fit, to approve the Resolutions (with
or without amendment), which is expected to be held as soon as the preceding
Court Meeting shall have concluded and including any adjournment, postponement
or reconvening of it;
"Greenhill"
Greenhill & Co. International LLP;
"IFRS"
International Financial Reporting Standards;
"Latest Practicable
Date"
19 April 2024, being the last Business Day prior to the date of this
Announcement;
"Listing
Rules"
the rules and regulations made by the FCA under FSMA, and contained in the
FCA's publication of the same name;
"London Stock
Exchange"
London Stock Exchange plc or its successor;
"Long Stop
Date"
11.59 p.m. on 22 January 2025, or such later date as may be agreed by Tyman
and Quanex (with the consent of the Panel and, if required, as the Court may
approve);
"Main
Market"
the main market for trading in listed securities operated by the London Stock
Exchange;
"Main
Offer"
the main offer being made by Quanex to Tyman Shareholders in connection with
the Transaction, being:
· 240.0 pence in cash; and
· 0.05715 of a New Quanex Share,
for every 1 Tyman Share held as at the Scheme Record Time;
"Meetings"
the Court Meeting and/or the General Meeting, as the case may be;
"New Quanex
Shares"
shares of Quanex common stock with a par value of US$0.01 per share proposed
to be issued in connection with the Transaction;
"NYSE"
New York Stock Exchange LLC;
"OEM"
original equipment manufacturer;
"Offer
Document"
should the Transaction be implemented by way of a Takeover Offer, the document
which would be sent to Tyman Shareholders containing, amongst other things,
the terms and conditions of the Takeover Offer;
"Offer
Period"
the offer period (as defined by the Takeover Code) relating to Tyman, which
commenced on the date of this Announcement and ending on the earlier of: (i)
the Effective Date and (ii) the date on which the Scheme lapses or is
withdrawn (or such other date as the Takeover Code may provide or the Panel
may decide);
"Official
List"
Official List of the FCA;
"Opening Position
Disclosure"
has the same meaning given to it in Rule 8 of the Takeover Code;
"Overseas
Shareholders"
Tyman Shareholders (or nominees of, or custodians or trustees for Tyman
Shareholders) who are resident in, ordinarily resident in, or citizens of,
jurisdictions outside the United Kingdom;
"Panel"
Panel on Takeovers and Mergers;
"PRA"
Prudential Regulation Authority, or any successor regulatory body;
"Proxy
Statement"
the definitive proxy statement on Schedule 14A, which includes a notice
convening the Quanex Stockholder Meeting to be sent by Quanex to Quanex
Stockholders, requesting approval of the Quanex Share Proposal;
"Quanex"
Quanex Building Products Corporation, a corporation organised and existing
under the laws of the State of Delaware;
"Quanex Confidentiality Agreement"
confidentiality agreement entered into between Quanex and Tyman dated 18 March
2024;
"Quanex
Directors"
directors of Quanex at the date of this Announcement or, where the context so
requires, the directors of Quanex from time to time;
"Quanex
Group"
Quanex and its subsidiaries and subsidiary undertakings from time to time and,
where the context so requires or admits, each of them;
"Quanex Share
Proposal"
a proposal for the approval of the issuance of the New Quanex Shares in
relation to the Transaction by a majority of Quanex Shares present in person
or represented by proxy at the Quanex Stockholder Meeting and entitled to vote
on the Quanex Share Proposal;
"Quanex
Shares"
shares of Quanex common stock with a par value of US$0.01 per share;
"Quanex Stockholder
Meeting" special
meeting of Quanex Stockholders to be convened in connection with the
Transaction, notice of which will be sent to the Quanex Stockholders
(including any adjournment, postponement and reconvening of it);
"Quanex
Stockholders"
holders of Quanex Shares;
"Quantified Financial Benefits Statement" quantified financial
benefits statement set out in Appendix 4 to this Announcement;
"Registrar of
Companies"
the Registrar of Companies in England and Wales;
"Regulatory Information
Service" a regulatory
information service as defined in the FCA Handbook;
"Restricted
Jurisdiction"
any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Transaction were made available in that jurisdiction, or if the Transaction
(including details regarding any election that may be made for the Capped
All-Share Alternative) is or were extended or made available in that
jurisdiction, or where to do so would result in a requirement to comply with
any governmental or other consent or any registration, filing or other
formality which Quanex or Tyman regards as unduly onerous;
"Sanction
Hearing"
the hearing by the Court to sanction the Scheme pursuant to section 899 of the
Companies Act, and any adjournment, postponement or reconvening thereof;
"Scheme"
the proposed scheme of arrangement under Part 26 of the Companies Act between
Tyman and the Scheme Shareholders, with or subject to any modification,
addition or condition approved or imposed by the Court and agreed by Tyman and
Quanex, to implement the Transaction;
"Scheme
Document"
the document to be sent to Tyman Shareholders containing, amongst other
things, the Scheme and notices convening the Court Meeting and General
Meeting;
"Scheme Record
Time"
the time and date specified in the Scheme Document, expected to be 6.00 p.m.
(London time) on the Business Day immediately before the Effective Date, or
such later time as Quanex and Tyman may agree;
"Scheme
Shareholder"
a holder of Scheme Shares;
"Scheme
Shares"
all Tyman Shares which remain in issue at the Scheme Record Time and are:
(a) in issue at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document but before the
Scheme Voting Record Time; and/or
(c) (if any) issued at or after the Scheme Voting Record Time but on or
before the Scheme Record Time, either on terms that the original or any
subsequent holders thereof shall be bound by the Scheme or in respect of which
such holders are, or shall have agreed in writing to be, so bound,
excluding, in each case, any Excluded Shares;
"Scheme Voting Record
Time" the date
and time to be specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting and the General Meeting will be
determined, expected to be 6.00 p.m. (London time) on the day which is two
days (excluding non-working days) before the date of the Court Meeting or, if
the Court Meeting is adjourned, postponed or reconvened, 6.00 p.m. (London
time) on the day which is two days (excluding non-working days) before the
date of such adjourned, postponed or reconvened Meeting;
"SEC"
US Securities and Exchange Commission;
"Significant
Interest"
in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of the total voting rights or equity share capital (as defined in
section 548 of the Companies Act) of such undertaking;
"Takeover
Code"
City Code on Takeovers and Mergers, as amended from time to time;
"Takeover
Offer"
subject to the consent of the Panel and the terms of the Co-operation
Agreement, should the Transaction be implemented by way of a takeover offer as
defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by
or on behalf of Quanex to acquire the entire issued and to be issued share
capital of Quanex, other than any Excluded Shares and, where the context
admits, any subsequent revision, variation, extension or renewal of such
offer;
"Teleios"
Teleios Global Opportunities Master Fund, Ltd acting through its manager
Teleios Capital Partners LLC;
"Teleios Confidentiality Agreement"
confidentiality agreement entered into between Teleios Capital Partners LLC,
Quanex and Tyman dated 19 March 2024;
"Third
Party"
any relevant central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency, association, institution,
environmental body, employee representative body, any entity owned or
controlled by any relevant government or state, or any other body or person
whatsoever in any jurisdiction;
"Transaction"
the direct or indirect acquisition by Quanex of the entire issued and to be
issued ordinary share capital of Tyman, other than Excluded Shares, to be
implemented by means of the Scheme (or, should Quanex elect, subject to the
consent of the Panel and the terms of the Co-operation Agreement, by means of
a Takeover Offer) and, where the context requires, any subsequent revision,
variation, extension or renewal of it;
"Tyman"
Tyman plc;
"Tyman
Articles"
articles of association of Tyman as amended from time to time;
"Tyman
Directors"
directors of Tyman at the date of this Announcement or, where the context so
requires, the directors of Tyman from time to time;
"Tyman
DSBP"
Tyman deferred share bonus plan 2020, approved by Tyman Shareholders and
adopted by the Tyman Directors on 20 May 2020;
"Tyman
Group"
Tyman and its subsidiaries and subsidiary undertakings from time to time and,
where the context so requires or admits, each of them;
"Tyman International Sharesave Plan" Tyman
international sharesave plan (established as a sub-plan of the Tyman UK
Sharesave Plan without prior Tyman Shareholder approval), adopted by the Tyman
Directors on 21 July 2017 and amended by the Tyman Directors on 23 July 2018;
"Tyman
LTIP"
Tyman long term incentive plan 2020, approved by the Tyman Shareholders and
adopted by the Tyman Directors on 20 May 2020;
"Tyman
Resolutions"
shareholder resolution(s) to be proposed at the General Meeting necessary to
facilitate the implementation of the Scheme, including, without limitation, a
resolution to amend the Tyman Articles by the adoption and inclusion of a new
article (in terms approved by Quanex);
"Tyman Share
Plans"
(a) the Tyman DSBP;
(b) the Tyman LTIP; and
(c) the Tyman Sharesave Plans;
"Tyman
Shareholders"
holders of Tyman Shares;
"Tyman Sharesave
Plans"
(a) the Tyman International Sharesave Plan;
(b) the Tyman UK Sharesave Plan; and
(c) the Tyman US Sharesave Plan;
"Tyman
Shares"
ordinary shares of 5 pence each in the capital of Tyman from time to time;
"Tyman UK Sharesave
Plan"
Tyman sharesave plan, approved by the Tyman Shareholders on 15 May 2015,
approved by the Tyman Directors on 28 July 2015 and amended by the Tyman
Directors on 23 July 2018;
"Tyman US Sharesave
Plan"
Tyman US sharesave plan, approved by the Tyman Shareholders on 15 May 2015 and
approved by the directors of Tyman on 28 July 2015;
"UBS"
UBS AG London Branch;
"UK" or "United
Kingdom"
United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" or
"USA" United States of
America, its territories and possessions, any state of the United States of
America, the District of Columbia and all other areas subject to its
jurisdiction and any political sub-division thereof;
"US Exchange
Act"
United States Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder;
"US Securities
Act"
United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder;
"Wider Quanex
Group"
Quanex and its subsidiary undertakings, associated undertakings and any other
undertaking (including any body corporate, partnership, joint venture or firm)
in which Quanex and/or all such undertakings (aggregating their interests)
have a Significant Interest; and
"Wider Tyman
Group"
Tyman and its subsidiary undertakings, associated undertakings and any other
undertaking (including any body corporate, partnership, joint venture or firm)
in which Tyman and/or all such undertakings (aggregating their interests) have
a Significant Interest.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
to them by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All references to "dollars", "USD", "US$", "cents" or "c" are to the lawful
currency of the USA.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
All references to statutory provisions or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, replaced or re-enacted from time to time and all
statutory instruments, regulations and orders from time to time thereunder or
deriving validity therefrom.
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