A Conditional Special Dividend of $0.50 per
Share Will Be Paid to USG Stockholders on October 2, 2018
USG Corporation (NYSE: USG) (“USG” or “the Company”) announced
that at the Company’s special meeting of stockholders held today,
USG stockholders voted to adopt the Agreement and Plan of Merger
(the “merger agreement”) with Gebr. Knauf KG (“Knauf”), dated as of
June 10, 2018.
“We are thrilled that our stockholders recognize the significant
value that will be created through this transaction and showed
their strong support for it through today’s vote,” said Jennifer
Scanlon, president and chief executive officer of USG. “This is
great news not only for our stockholders, who will realize
significant and certain cash value, but also for our employees and
customers, who will benefit from the innovation and growth our
collaboration with Knauf will deliver. We believe in the
substantial power of this combination and look forward to uniting
these two great companies, pending the receipt of necessary
regulatory approvals and other customary closing conditions.”
Approximately 99% of all votes cast voted in favor of the
adoption of the merger agreement, representing approximately 88% of
all outstanding shares as of August 21, 2018, the record date for
the special meeting. The final voting results for each of the
proposals voted on at the special meeting will be reported on a
Current Report on Form 8-K, in accordance with the rules of the
U.S. Securities and Exchange Commission.
Under the terms of the merger agreement, in the event the merger
closes, each share of common stock of USG, par value $0.10 per
share (“USG common stock”) issued and outstanding immediately prior
to the effective time of the merger (other than shares of USG
common stock owned by Knauf and its subsidiaries, USG and its
subsidiaries or certain other excluded holders pursuant to the
terms of the merger agreement) automatically will be converted into
the right to receive the closing consideration of $43.50 in
cash.
Additionally, stockholder approval of the merger agreement
clears the way for the Company to pay the previously declared
conditional special cash dividend of $0.50 per share of USG common
stock (the “conditional special dividend”) on October 2, 2018. The
conditional special dividend is payable to holders of USG common
stock as of the August 21, 2018 record date (subject to due bill
trading as described below).
Adoption of the merger agreement by USG stockholders is a
condition to the closing of the merger. The merger is subject to
certain other customary closing conditions, including receipt of
regulatory approvals. The Company currently expects the merger to
close in early 2019.
Important Information About the Special Cash Dividend
Due to the contingent nature of the conditional special
dividend, USG common stock has traded with “due bills,”
representing an assignment of the right to receive the conditional
special dividend, since August 20, 2018 (one business day prior to
the record date) and will continue to trade with due bills through
the conditional special dividend payment date (such period of time
the “due bill period”). AS A RESULT, HOLDERS OF USG COMMON STOCK ON
THE RECORD DATE MUST HOLD USG COMMON STOCK THROUGH THE CONDITIONAL
SPECIAL DIVIDEND PAYMENT DATE TO BE ENTITLED TO RECEIVE THE
CONDITIONAL SPECIAL DIVIDEND. PURCHASERS OF USG COMMON STOCK DURING
THE DUE BILL PERIOD WHO HOLD SUCH SHARES OF RECORD ON THE
CONDITIONAL SPECIAL DIVIDEND PAYMENT DATE WILL BE ENTITLED TO
RECEIVE THE CONDITIONAL SPECIAL DIVIDEND. STOCKHOLDERS THAT SELL
USG COMMON STOCK DURING THE DUE BILL PERIOD ARE NOT ENTITLED TO
RECEIVE THE CONDITIONAL SPECIAL DIVIDEND. The due bill obligations
are settled customarily between the brokers representing the buyers
and sellers of USG common stock. USG has no obligations for either
the amount of the due bill or the processing of the due bill.
Buyers and sellers of USG common stock during the due bill period
should consult with their broker before trading in USG common stock
to be sure they understand the effect of due-bill procedures.
USG common stock will begin to trade ex-dividend on October 3,
2018, the first business day after the conditional special dividend
payment date of October 2, 2018. AS A RESULT, INVESTORS WHO ENTER
INTO TRADES TO PURCHASE USG COMMON STOCK ON OR AFTER THE
EX-DIVIDEND DATE WILL NOT RECEIVE THE CONDITIONAL SPECIAL
DIVIDEND.
For U.S. federal income tax purposes, the conditional special
dividend will be characterized as a dividend to the extent paid out
of USG’s current or accumulated earnings and profits through the
end of the 2018 taxable year, as determined for U.S. federal income
tax purposes. Based on USG’s estimate of its current and
accumulated earnings and profits, it currently expects that only a
portion of the amount of the conditional special dividend will be
paid out of its current and accumulated earnings and profits and
thus treated as a dividend for U.S. federal income tax purposes. To
the extent that the conditional special dividend exceeds USG’s
current and accumulated earnings and profits, the excess will first
reduce the stockholder’s basis in USG common stock, but not below
zero, and then will be treated as gain from the sale of the
stockholder’s USG common stock. Stockholders should consult with
their own tax advisors regarding the particular tax consequences of
receipt of the conditional special dividend pursuant to the merger
agreement in light of their particular circumstances.
Cautionary Note Regarding USG Corporation Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
related to management’s expectations about future conditions,
including but not limited to, statements regarding the proposed
merger with Knauf (the “proposed transaction”), including expected
timing, completion and effects of the proposed transaction. In some
cases, forward-looking statements include, without limitation, any
statement that may project, indicate or imply future results,
events, performance or achievements, and may contain the words
“expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,”
“may,” “will be,” “will continue,” “will likely result” and similar
expressions. Actual business, market or other conditions may differ
materially from management’s expectations and, accordingly, may
affect the Company’s sales and profitability, liquidity and future
value. Any forward-looking statements represent the Company’s views
only as of today and should not be relied upon as representing the
Company’s views as of any subsequent date, and the Company
undertakes no obligation to update any forward-looking statement.
Among the risks, contingencies and uncertainties that could cause
actual results to differ from those described in the
forward-looking statements or could result in the failure of the
proposed transaction to be completed are the following: the failure
to obtain necessary regulatory or other governmental approvals for
the proposed transaction, or if obtained, the possibility of being
subjected to conditions that could result in a material delay in,
or the abandonment of, the proposed transaction or otherwise have
an adverse effect on the Company; continued availability of
financing or alternatives for the financing provided in the Knauf
debt commitment letter; the failure to satisfy required closing
conditions; the potential impact on the UBBP joint venture in the
event the proposed transaction is not completed, including that, in
connection with the execution of the merger agreement, Boral
Limited exercised its option to acquire the Company’s ownership of
the UBBP joint venture; the risk that the proposed transaction may
not be completed in the expected timeframe or at all; the effect of
restrictions placed on the Company and its subsidiaries’ ability to
operate their businesses under the merger agreement, including the
Company’s ability to pursue alternatives to the proposed
transaction; the risk of disruption resulting from the proposed
transaction, including the diversion of the Company’s resources and
management’s attention from ongoing business operations; the effect
of the announcement of the proposed transaction on the Company’s
ability to retain and hire key employees; the effect of the
announcement of the proposed transaction on the Company’s business
relationships, results of operations, financial condition, the
market price of the Company’s common stock and businesses
generally; the risk of negative reactions from investors,
employees, suppliers and customers; the outcome of legal
proceedings that have been instituted against the Company related
to the proposed transaction and any additional proceedings that may
be instituted in the future; the amount of the costs, fees,
expenses and charges related to the proposed transaction; and the
occurrence of any event giving rise to the right of a party to
terminate the merger agreement. Information describing other risks
and uncertainties affecting the Company that could cause actual
results to differ materially from those in forward-looking
statements may be found in the Company’s filings with the SEC,
including, but not limited to, the “Risk Factors” in the Company’s
most recent Annual Report on Form 10-K and most recent Quarterly
Report on Form 10-Q.
About USG Corporation
USG Corporation is an industry-leading manufacturer of building
products and innovative solutions. Headquartered in Chicago, USG
serves construction markets around the world through its Gypsum,
Performance Materials, Ceilings, and USG Boral divisions. Its wall,
ceiling, flooring, sheathing and roofing products provide the
solutions that enable customers to build the outstanding spaces
where people live, work and play. Its USG Boral Building Products
joint venture is a leading plasterboard and ceilings producer
across Asia, Australasia and the Middle East. For additional
information, visit www.usg.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180926005660/en/
USG CorporationMedia:Sard
Verbinnen & CoJim Barron/Pam Greene, 212-687-8080orUSG
CorporationKathleen Prause,
312-436-6607KPrause@usg.comorInvestors:USG CorporationBill Madsen,
312-436-5349investorrelations@usg.com
U S G (NYSE:USG)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
U S G (NYSE:USG)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024