W. R. GRACE & CO. Item 8.01. Other Events.
As previously disclosed, on
In connection with the proposed Merger, Grace filed with the
Following the announcement of the Merger Agreement, as of the date of this
Current Report on Form 8-K, eight lawsuits challenging the Merger have been
filed. The lawsuits are captioned (i)
Grace believes that the claims asserted in the Merger Litigation are without merit and supplemental disclosures are not required or necessary under applicable laws. However, in order to avoid the risk that the Merger Litigation delays or otherwise adversely affects the Merger, and to minimize the costs, risks and uncertainties inherent in defending the lawsuits, and without admitting any liability or wrongdoing, Grace has agreed to supplement the Proxy Statement as described in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Grace specifically denies all allegations in the Merger Litigation that any additional disclosure was or is required.
Supplemental Disclosures to Proxy Statement in Connection with the Merger Litigation
The additional disclosures (the "Supplemental Disclosures") in this Current Report on Form 8-K supplement the disclosures contained in the Proxy Statement and should be read in conjunction with the disclosures contained in the Proxy Statement, which should be read in its entirety. To the extent that information set forth in the Supplemental Disclosures differs from or updates information contained in the Proxy Statement, the information in this Current Report on Form 8-K shall supersede or supplement the information contained in the Proxy Statement. All page references are to the Proxy Statement and terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Proxy Statement.
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1. The disclosure in the third paragraph on page 33 of the Proxy Statement under
the heading "Background of the Merger" is hereby amended and restated as
follows:
In
2. The disclosure in the paragraph under the heading "Illustrative Discounted
Cash Flow Analysis" beginning on page 52 and continuing onto page 53 of the
Proxy Statement is hereby amended and restated as follows:
Using the Management Projections, Goldman Sachs performed an illustrative
discounted cash flow analysis on Grace. Using discount rates ranging from 8.0%
to 9.0%, reflecting estimates of Grace's weighted average cost of capital,
Goldman Sachs discounted to present value as of
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3. The disclosure on page 53 of the Proxy Statement under the heading
"Illustrative Present Value of Future Share Price Analysis" is hereby amended
and restated as follows:
Goldman Sachs performed an illustrative analysis of the implied present value of
an illustrative future value per share of Grace common stock, which is designed
to provide an indication of the present value of a theoretical future value of a
company's equity as a function of such company's financial multiples. For this
analysis, Goldman Sachs used the Management Projections for each of the fiscal
years 2022 through 2025. Goldman Sachs first calculated the implied enterprise
value ("EV") of Grace as of
4. The following disclosure is added after the second table on page 54 of the
Proxy Statement under the heading "Selected Transactions Analysis":
Acquirer Target EV / LTM EBITDA
Cerberus / Koch PQ's Performance Chemicals 9.4x
Business
Grace Albemarle's Fine Chemistry 9.5
Services Business
Bain Capital / Cinven Lonza Specialty Ingredients 13.0
Ardian Angus Chemical Company 13.1
Lone Star BASF Construction Chemicals 14.8
Avient Clariant Masterbatches 11.1
Merck Versum 14.3
Parker-Hannifin LORD 16.5
Nippon Dulux 16.1
Sika Parex 12.8
Cabot Microelectronics KMG Chemicals 13.2
Messer / CVC Linde North America 9.2
Carlyle Specialty Chemicals Business of 9.8
Akzo Nobel
Grace Albemarle Polyolefin Catalysts 12.8
Kuraray Calgon Carbon 15.6
H.B. Fuller Royal Adhesives 11.4
Houghton Quaker 11.8
Henkel Darex 14.7
Carlyle Atotech 11.9
BASF Chemetall 15.3
Evonik Air Products Performance 15.8
Materials
Sherwin-Williams Valspar Corp 16.3
Air Liquide SA Airgas 13.7
Platform Specialty Alent plc 13.1
Solvay Cytec Industries 14.8
Apollo Global Management, LLC OM Group, Inc. 11.4
Tronox Limited FMC Corp's Alkali Chemicals 10.6
Business
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5. The disclosure in the first paragraph under the heading "Premia Analysis"
beginning on page 54 and continuing onto page 55 of the Proxy Statement is hereby amended and restated as follows:
Goldman Sachs reviewed and analyzed, using publicly available information, the
acquisition premia for the 58 all-cash acquisition transactions announced during
the time period from 2016 through
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
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Additional Information and Where to Find It
This communication relates to the proposed transaction involving Grace. In
connection with the proposed transaction, Grace has filed relevant materials
with the
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of Grace common
stock in respect of the proposed transaction. Information about the directors
and executive officers of Grace is set forth in the proxy statement for Grace's
2021 annual meeting of stockholders, which was filed with the
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Forward-looking statements
Certain statements contained in this communication may contain forward-looking
statements, that is, information related to future, not past, events. Such
statements generally include the words "believes," "plans," "intends,"
"targets," "will," "expects," "suggests," "anticipates," "outlook," "continues,"
or similar expressions. Forward-looking statements include, without limitation,
statements regarding: financial positions; results of operations; cash flows;
financing plans; business strategy; operating plans; capital and other
expenditures; impact of COVID-19 on Grace's business; competitive positions;
growth opportunities for existing products; benefits from new technology;
benefits from cost reduction initiatives; succession planning; markets for
securities; the anticipated timing of closing of the proposed transaction and
the potential benefits of the proposed transaction. Grace is subject to risks
and uncertainties that could cause actual results or events to differ materially
from its projections or that could cause forward-looking statements to prove
incorrect. Factors that could cause actual results or events to differ
materially from those contained in the forward-looking statements include,
without limitation: risks related to foreign operations, especially in areas of
active conflicts and in emerging regions; the costs and availability of raw
materials, energy, and transportation; the effectiveness of Grace's research and
development and growth investments; acquisitions and divestitures of assets and
businesses; developments affecting Grace's outstanding indebtedness;
developments affecting Grace's pension obligations; legacy matters (including
product, environmental, and other legacy liabilities) relating to past
activities of Grace; its legal and environmental proceedings; environmental
compliance costs (including existing and potential laws and regulations
pertaining to climate change); the inability to establish or maintain certain
business relationships; the inability to hire or retain key personnel; natural
disasters such as storms and floods; fires and force majeure events; the
economics of our customers' industries, including the petroleum refining,
petrochemicals, and plastics industries, and shifting consumer preferences;
public health and safety concerns, including pandemics and quarantines; changes
in tax laws and regulations; international trade disputes, tariffs, and
sanctions; the potential effects of cyberattacks; the occurrence of any event,
change or other circumstance that could give rise to the termination of the
merger agreement between
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