Prince International Corporation signed a definitive agreement to acquire Ferro Corporation (NYSE:FOE) for $1.9 billion on May 11, 2021. Under the terms of the agreement, Prince will acquire all of the outstanding common stock of Ferro for $22 per share in cash in a transaction valued at approximately $2.1 billion, including the assumption of debt, net of cash. Prince has secured debt and equity commitments to fund the acquisition and its expenses. Ferro has a cash equity commitment by AS in an aggregate amount up to $200 million and debt commitment of a $325 million first lien revolving facility, a $1.945 billion first lien term facility, $500 million in first lien secured notes and $756 million in senior unsecured notes. As of January 28, 2022, PMHC II, Inc. intends to offer $1,256 million in aggregate principal amount of Senior Secured Notes due 2029 and Senior Notes due 2030 in a private offering, subject to market and other conditions, to finance the transaction. PMHC II intends to use the net proceeds from the private offering of Notes, together with borrowings under new senior secured credit facilities, to finance a portion of the Issuer's previously announced acquisition of Ferro Corporation, the repayment of debt and related fees and expenses. Following closing of the transaction, Ferro will be operating as the wholly owned subsidiary of Prince. In connection with the closing, Chromaflo Technologies, also a portfolio company of American Securities, will combine with Prince and Ferro. The merger agreement contains certain customary termination rights for Ferro and Prince, including Ferro's right to terminate the merger agreement to accept a superior proposal subject to compliance with certain procedures specified in the merger agreement. Upon termination of the Merger Agreement under certain specified circumstances, Ferro will be required to pay Prince a termination fee of $55.12 million and Prince will be required to pay Ferro a termination fee of $93.43 million. The transaction is subject to approval by the holders of two-thirds of the outstanding shares of Ferro Common Stock, the receipt of certain regulatory approvals, including expiration or termination of any applicable waiting period under the HSR Act and other customary closing conditions. As of July 29, 2021, Ferro and Prince each received a request for additional information and documentary materials from the FTC. The transaction has been unanimously approved by Ferro's Board of Directors and was approved by Prince's Board of Directors. The special meeting of Ferro shareholders to approve the transaction will be held on September 9, 2021. The Board of Ferro recommends the shareholders to vote in favor of the transaction. As of September 9, 2021, Ferro Corporation shareholders approved the transaction. The transaction is subject to the approval of the European Commission filed on November 26, 2021. The European regulator has set January 11, 2022, as a provisional deadline for a ruling. As of January 25, 2022, EU antitrust regulators cleared with conditions Prince International's acquisition of Ferro Corp. As of January 27, 2022, European Commission approved the transaction. The transaction is expected to close during the first quarter of 2022.

Morgan Stanley & Co. LLC and Barclays PLC (LSE:BARC) served as financial advisors and Michael E. Weisser, Duncan Enista, Melissa Hutson, Michael Kim, Yuli Wang, Chuck Boyars, Matt Reilly and Michael Engel and Mark Schwed of Kirkland & Ellis LLP served as legal advisors to Prince International Corporation. David Kurzweil and Peter Labonski of Lazard Frères & Co. LLC acted as financial advisors and provided opinion on the merger consideration being fair from a financial point of view and Mario A. Ponce, Jakob Rendtorff, Brian Robbins, Jamin Koslowe, Brian Steinhardt, Richard Fenyes, Peter Guryan, Mick Tuesley, Benjamin Rippeon, Adeeb Fadil, Lori Lesser, Amy Gopinathan, Drew Kofsky and Karen Hsu Kelley of Simpson Thacher & Bartlett LLP acted as legal advisors to Ferro Corporation. Innisfree M&A Incorporated acted as proxy solicitor for Ferro. Ricardo Pons of Hogan Lovells US LLP acted as legal advisor to Ferro Corporation.

Prince International Corporation completed the acquisition of Ferro Corporation (NYSE:FOE) on April 21, 2022. As a result of the completion of the acquisition, Ferro's common stock will cease trading on the NYSE.