- Merger Agreement with Unifrax approved by Lydall Shareholders
- Lydall and Unifrax anticipate closing within 30 days
At the special meeting, Lydall shareholders approved the transactions contemplated by that certain Merger Agreement dated
A total of 14,021,456 common shares of the 18,037,202 common shares issued and outstanding at the record date were voted at the Meeting, representing 77.7% of the issued and outstanding common shares of the Company at the record date of
The final voting results of the proposals submitted to a vote of the stockholders at the special meeting are as follows:
Proposal 1 - The Merger Proposal: To approve and adopt the Merger Agreement (the “Merger Proposal”), dated
For | Against | Abstain | Total |
13,972,617 | 29,332 | 19,507 | 14,021,456 |
Proposal 2 - The Merger Compensation Proposal: To approve, on a non-binding advisory basis, certain compensation that will or may be paid by Lydall to its named executive officers that is based on or otherwise relates to the Merger.
For | Against | Abstain | Total |
13,049,299 | 444,929 | 527,228 | 14,021,456 |
Proposal 3 - The Adjournment Proposal: To approve the adjournment of the Special Meeting, including if necessary, to solicit additional proxies in favor of Proposal 1, the Merger Proposal, if there are not sufficient votes at the time of such adjournment to approve the Merger Proposal. Although Proposal 3 was approved, the adjournment of the Special Meeting was not necessary because Lydall’s stockholders approved Proposal 1.
Forward Looking Statements
This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including (among other) statements about Lydall’s ability to consummate the proposed transaction, the expected benefits of the proposed transaction and the expected impact of the coronavirus pandemic (COVID-19) on the Company's businesses may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of the Company based on current expectations and assumptions relating to the Company’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: the timing to consummate the proposed transaction, the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, the diversion of management time on transaction-related issues; risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of Lydall, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Lydall to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, worldwide economic or political changes that affect the markets that the Company’s businesses serve which could have an effect on demand for the Company’s products and impact the Company’s profitability, challenges encountered by the Company in the execution of restructuring programs, disruptions in the global credit and financial markets, including diminished liquidity and credit availability, changes in international trade agreements, including tariffs and trade restrictions, disruptions in the Company's businesses from the coronavirus pandemic (COVID-19), cyber-security vulnerabilities, foreign currency volatility, swings in consumer confidence and spending, raw material pricing and supply issues, retention of key employees, increases in fuel prices, and outcomes of legal proceedings, claims and investigations. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Lydall’s filings with the
About Unifrax
Unifrax is a leading global supplier of high-performance specialty materials used in thermal management, specialty filtration, battery materials, emission control and fire protection applications. Headquartered in
About
Lydall delivers value-added engineered materials and specialty filtration solutions that promote a cleaner, safer, and quieter world. With global manufacturing operations, Lydall partners with customers to develop bespoke, high-performing and efficient solutions that are adaptable and scalable to meet their needs. Headquartered in
About Clearlake
Media Contacts: | Investor Contacts: | |
For Lydall Ph: +1 860-646-1233 info@lydall.com | For Lydall Ph: +1 860-646-1233 investor@lydall.com | |
For Unifrax Unifrax Ph: +1 716-768-6465 dmyers@unifrax.com | ||
For Clearlake Ph: +1 845-507-0571 jhurson@lambert.com |
Source:
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