USG and Knauf Secure Final Regulatory Approval for Pending Transaction; Expect to Complete Merger on April 24, 2019
18 Avril 2019 - 2:00PM
Business Wire
USG Corporation (NYSE: USG) and Gebr. Knauf KG (“Knauf”) today
announced that all required regulatory approvals and clearances
needed to close the previously announced acquisition of USG by
Knauf have been received. Due to the national holidays in Germany
on April 19 and April 22, it is expected that the merger will close
on April 24, 2019, pending customary closing requirements.
USG stockholders at the effective time of the merger will
receive $43.50 in cash, without interest and subject to tax
withholding as applicable. The closing consideration is in addition
to the special dividend of $0.50 per share of USG common stock that
was previously paid on October 2, 2018 to holders of record as of
the close of business on August 21, 2018.
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.
About Knauf
Gebr. Knauf KG is the ultimate parent company of the German
based Knauf Group. Knauf is a leading manufacturer of building
materials operating more than 220 factories worldwide. In 2018,
Knauf generated revenue more than $8 billion and employed more than
28,000 people.
Cautionary 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
transaction with Knauf (the “merger”), including expected timing
and completion of the merger. Actual business, market or other
conditions may differ materially from management’s expectations
and, accordingly, may affect USG’s sales and profitability,
liquidity and future value. Any forward-looking statements
represent USG’s views only as of today and should not be relied
upon as representing USG’s views as of any subsequent date, and USG
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
merger to be completed are the following: 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 USG Boral joint venture in
the event the merger is not completed, including that, in
connection with the execution of the merger agreement, Boral
Limited delivered a default notice under the USG Boral Shareholders
Agreement to commence the process to establish the fair market
value of USG’s 50% interest in USG Boral, which could lead to Boral
exercising its right to purchase USG’s 50% interest in USG Boral;
the potential negative impact on USG Boral as a result of the
uncertainty around the future ownership of USG Boral; the risk that
the merger may not be completed in the expected timeframe, or at
all; the effect of restrictions placed on USG and its subsidiaries’
ability to operate their businesses under the merger agreement,
including USG’s ability to pursue alternatives to the merger; the
risk of disruption resulting from the merger, including the
diversion of USG’s resources and management’s attention from
ongoing business operations; the effect of the pendency of the
merger on USG’s ability to retain and hire key employees; the
effect of the pendency of the merger on USG’s business
relationships, results of operations, financial condition, the
market price of USG’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 USG related to the merger and any additional
proceedings that may be instituted in the future; the amount of the
costs, fees, expenses and charges related to the merger; 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 USG that could cause actual results to
differ materially from those in forward-looking statements may be
found in USG’s filings with the SEC, including, but not limited to,
the “Risk Factors” in USG’s most recent Annual Report on
Form 10-K.
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version on businesswire.com: https://www.businesswire.com/news/home/20190418005368/en/
Gebr. Knauf KGMedia:Joele Frank, Wilkinson Brimmer
Katcher:Joele Frank/Ed Trissel/Annabelle Rinehart,
212-355-4449orInvestors:Innisfree M&A Incorporated:Scott
Winter/Jonathan Salzberger, 212-750-5833USG
CorporationMedia:USG CorporationKathleen Prause,
312-436-6607KPrause@usg.comorInvestors:USG CorporationBill Madsen,
312-436-5349investorrelations@usg.com
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