First Brands Group, LLC entered into an Agreement and Plan of Merger to acquire Horizon Global Corporation from a group of shareholders for $48.5 million.
The transaction is subject to minimum tender condition that the number of shares of Company Common Stock validly tendered represent a majority of the total number of shares of Company Common Stock outstanding at the offer Expiration Time, all issued and outstanding shares of Preferred Stock are validly tendered and not validly withdrawn, expirations of waiting periods under any applicable Antitrust Laws and other customary closing condition. The Horizon Global's Board of Directors has unanimously approved the merger. The tender offer commenced on January 9, 2023 and will expire on February 6, 2023. As of February 7, 2023, the tender offer has been expired on February 6, 2023. The total of 25,727,921 shares of Horizon Global's common stock were validly tendered and not withdrawn. Such shares of Horizon Global's common stock represent approximately 92.77% of the shares of common stock issued and outstanding as of the expiration of the offer, which satisfied the minimum tender condition. The transaction is expected to complete in the first quarter of 2023. As of February 7, 2023, the transaction is expected to close on February 8, 2023.
Jonathan E. Kellner, Carl R. Sanchez and Joseph Swanson of Paul Hastings LLP acted as legal advisor to First Brands. Benjamin L. Stulberg and Michael J. Solecki of Jones Day acted as legal advisor to Horizon Global. Jefferies LLC acted as financial advisor and Lincoln International LLC acted as financial advisor and provided a Fairness Opinion to Horizon Global. D.F. King & Co., Inc. acted as Information Agent and Computershare Inc., acted as Depository and Paying Agent in connection with the offer to First Brands and Horizon Global. Steven B. Stokdyk of Latham & Watkins LLP acted as legal advisor to Horizon Global Corporation.