Grace shareholders approve transaction with Standard
COLUMBIA, Md., September 17, 2021 (GLOBE NEWSWIRE) – WR Grace & Co. (NYSE: GRA) (the “Company”) today announced that at a special meeting of shareholders held today, the Company shareholders have approved a proposal to adopt the merger agreement (the “Merger Agreement”) between Grace and an affiliate of Standard Industries Holdings Inc., under which Standard Industries Holdings will acquire all of the common shares outstanding from Grace for $ 70.00 per share in cash.
Approximately 99.6% of the votes cast at the Meeting, representing approximately 69.5% of the common shares of the Company issued and outstanding at the close of business on August 9, 2021, the date of registration of the Special Meeting, were voted in favor of adopting the merger A deal. The final voting results, certified by an independent election inspector, will be filed on Form 8-K with the United States Securities and Exchange Commission.
“We thank Grace shareholders for their strong support of this value-creating transaction, which is in the best interests of Grace and our customers, employees, investors and other stakeholders,” said Hudson La Force, President and CEO of Grace’s direction. “As a member of Standard Industries, Grace will be even better positioned to deliver innovative and sustainable technologies to create value for our customers. “
The transaction is expected to close on Wednesday September 22, 2021, subject to the satisfaction or waiver of other customary closing conditions set out in the Merger Agreement. Following the closing of this transaction, Grace will become a private company that will operate as a stand-alone company within the Standard Industries portfolio, and Grace’s common stock will no longer be listed on the New York Stock Exchange.
Drawing on talent, technology and confidence, Grace is one of the world’s leading suppliers of catalysts and engineering materials. The company’s two business segments, at the cutting edge of technology, catalyst technologies and materials technologies, provide innovative products, technologies and services that improve our customers’ products and processes in the whole world. With approximately 4,300 employees, Grace operates and / or sells to customers in over 60 countries. More information about Grace is available at grace.com.
About standard industries
Standard Industries is a private global industrial company operating in over 80 countries with over 15,000 employees. The Standard ecosystem covers a wide range of holdings, technologies and investments, including public and private companies, from early stage to late stage, as well as world-class construction solutions, performance materials and solar technology. new generation. Throughout its 140-year history, Standard has leveraged its deep expertise and industry vision to create disproportionate value in its businesses, which today include the operating companies GAF, BMI, GAF Energy, Siplast, Schiedel and SGI, as well as related companies 40 North, a multi-billion dollar investment platform, 40 North Ventures and Winter Properties. Learn more at standardindustries.com.
Caution Regarding Forward-Looking Statements
Certain statements contained in this communication may contain forward-looking statements, that is, information relating to future events and not past. Such statements usually include the words “believes”, “plans”, “intends”, “objectives”, “will”, “expects”, “suggests”, “anticipates”, “prospect”, “Continue” or similar expressions. Forward-looking statements include, without limitation, statements regarding: financial positions; results of operations; cash flow; financing plans; business strategy; operating plans; capital and other expenses; impact of COVID-19 on Grace’s business; competitive positions; growth opportunities for existing products; benefits from new technologies; the benefits of cost reduction initiatives; succession planning; securities markets; the expected timing of the Merger closing and the potential benefits of the Merger. Grace is subject to risks and uncertainties which could cause actual results or events to differ materially from its projections or which could cause forward-looking statements to prove to be inaccurate. Factors that could cause actual results or events to differ materially from those contained in forward-looking statements include, but are not limited to: risks relating to foreign operations, particularly in areas of active conflict and in emerging regions; the costs and availability of raw materials, energy and transport; the effectiveness of Grace’s investments in research and development and growth; acquisitions and disposals of assets and businesses; developments affecting Grace’s outstanding debt; developments affecting Grace’s pension obligations; legacy issues (including product, environmental and other legacy responsibilities) related to Grace’s past business; its legal and environmental procedures; environmental compliance costs (including existing and potential climate change laws and regulations); the inability to establish or maintain certain business relationships; inability to hire or retain key personnel; natural disasters such as storms and floods; fires and force majeure; the economics of our customers’ industries, including the petroleum refining, petrochemical and plastics industries, and changing consumer preferences; public health and safety concerns, including pandemics and quarantines; changes in tax laws and regulations; international trade disputes, tariffs and penalties; the potential effects of cyber attacks; the occurrence of any event, change or other circumstance that may result in the termination of the Merger Agreement; failure to comply with any of the other conditions for the completion of the Merger; the risks related to the financing necessary for the completion of the Merger; the effect of the merger announcement on Grace’s ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its results of operations and businesses in general ; the effects of the Merger on the integration of the Fine Chemistry Services business acquired by Grace from Albemarle Corporation for approximately $ 570 million, which was announced by Grace on February 26, 2021 and completed on June 1, 2021; risks associated with disruption of management’s attention to ongoing business operations as a result of the merger; the ability to meet expectations regarding the timing and completion of the Merger; significant transaction costs, fees, expenses and charges; the risk of litigation and / or regulatory actions related to the Merger; other trade effects, including effects of industry, market, global economic, political, regulatory or health conditions (including new or ongoing effects of the COVID-19 pandemic), and others factors detailed in Grace’s annual report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2020 and other documents filed by Grace with the SEC, which are available at http: / /www.sec.gov and on Grace’s website at www.grace.com. Our reported results should not be taken as an indication of our future performance. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Grace does not undertake to publicly disclose any revisions to our forward-looking projections and statements, or to update them to reflect events or circumstances occurring after the dates on which such projections and statements are made.
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