UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2023
Commission File No. 1-9852
CHASE CORPORATION
(Exact name of registrant as specified in its charter)
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Massachusetts
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1-9852
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11-1797126
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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375 University Avenue, Westwood, Massachusetts 02090
(Address of Principal Executive Office) (Zip Code)
(Registrant’s telephone number, including area code: (781)
332-0700)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.10 par value
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CCF
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NYSE American
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| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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On October 6, 2023, Chase Corporation, a Massachusetts corporation (“Chase”), convened a special meeting of shareholders (the “Special Meeting”) to consider and vote upon certain proposals related to the Agreement and Plan of Merger, dated as of July 21, 2023, as it may be amended
from time to time (the “Merger Agreement”), by and among Chase, Formulations Parent Corporation, a Delaware corporation (“Parent”) and Formulations Merger Sub Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into Chase, with Chase surviving as a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of investment funds managed by Kohlberg Kravis Roberts & Co. L.P., a global investment firm. As a
result of the Merger, Chase will no longer be publicly held. In addition, the common stock, par value $0.10 per share, of Chase (“Chase common stock”) will be delisted from the NYSE American and deregistered under the Securities Exchange Act of 1934, as amended.
There were 9,508,483 shares of Chase common stock issued and outstanding as of August 29, 2023, the record date for the Special Meeting (the “Record Date”). At the Special Meeting, the holders of 8,295,298 shares of Chase common stock were present via webcast or represented by proxy, representing approximately 87.24% of the total outstanding shares of
Chase common stock as of the Record Date, which constituted a quorum. Holders of approximately 85.16% of shares of Chase common stock outstanding as of the Record Date and entitled to vote voted to approve and adopt the Merger Agreement.
At the Special Meeting, the following proposals were voted upon (each of which is described in greater detail in the definitive proxy statement filed
by Chase with the Securities and Exchange Commission on August 31, 2023):
Proposal 1 – The Merger Proposal: To approve and adopt the
Merger Agreement (the “Merger Proposal”).
Proposal 2 – The Merger Compensation Proposal: To approve, on
a non-binding advisory basis, certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger.
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.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 – Merger Proposal
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Votes For
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Votes Against
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Abstentions
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8,097,605
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184,269
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13,424
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Proposal No. 2 – Merger Compensation Proposal
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Votes For
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Votes Against
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Abstentions
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7,414,771
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865,641
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14,886
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Proposal No. 3 – Adjournment Proposal
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Votes For
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Votes Against
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Abstentions
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7,783,690
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449,843
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61,765
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Although Proposal 3 was approved, the adjournment of the Special Meeting was not necessary because Chase’s shareholders approved Proposal 1.
On October 6, 2023, Chase issued a press release announcing the results of the Special Meeting. A copy of the press release is
filed as Exhibit 99.1 hereto.
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibit
Number
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Description
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Press Release dated October 6, 2023.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Chase Corporation
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Dated: October 6, 2023
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By:
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/s/ Michael J. Bourque
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Michael J. Bourque
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Treasurer and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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Press Release dated October 6, 2023.
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Exhibit 99.1
Chase Corporation Announces October 6, 2023 Special Meeting Results
WESTWOOD, MA and NEW YORK– October 6, 2023 –
Chase Corporation (“Chase” or the “Company”) (NYSE American: CCF), a leading global manufacturer of
protective materials for high-reliability applications across diverse market sectors, held a special meeting of shareholders earlier today (the “Special Meeting”) at which
Chase shareholders approved the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”) dated July 21, 2023 by and among Chase,
Formulations Parent Corporation (“Parent”) and Formulations Merger Sub Corporation (“Merger Sub”).
Pursuant to the Merger Agreement, Merger Sub will merge with and into Chase, with Chase surviving as a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of investment funds managed by Kohlberg Kravis Roberts & Co. L.P., a global investment firm (collectively, “KKR”).
A total of 8,295,298 shares of Chase common stock of the 9,508,483 shares of Chase common stock issued and outstanding at the record date were voted at the Special
Meeting, representing 87.24% of the issued and outstanding shares of Chase common stock as at the record date of August 29, 2023. Holders of approximately 85.16% of Chase common stock outstanding as of the record date and entitled to vote voted to
approve and adopt the Merger Agreement.
The final voting results of the proposals submitted to a vote of the shareholders at the Special Meeting are as follows:
Proposal 1 - The Merger Proposal: To approve and adopt the Merger Agreement (the “Merger Proposal”).
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For
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Against
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Abstain
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Total
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8,097,605
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184,269
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13,424
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8,295,298
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Proposal 2 - The Merger Compensation Proposal: To approve, on a non-binding advisory basis, certain compensation that will or
may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger.
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For
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Against
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Abstain
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Total
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7,414,771
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865,641
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14,886
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8,295,298
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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 Chase’s shareholders approved Proposal 1.
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For
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Against
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Abstain
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Total
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7,783,690
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449,843
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61,765
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8,295,298
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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 statements about Chase’s ability to consummate the proposed transaction and the expected benefits of the proposed transaction, 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: (i) the timing to consummate the proposed transaction, (ii) 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, (iii) 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, (iv) the diversion of
management time on transaction-related issues, (v) risks related to disruption of management time from ongoing business operations due to the proposed transaction, (vi) the risk that any announcements relating to the proposed transaction could have
adverse effects on the market price of the common stock of Chase, (vii) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Chase to retain customers and retain and hire key personnel and
maintain relationships with its suppliers and customers, (viii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company
to pay a termination fee, (ix) unexpected costs, charges or expenses resulting from the Merger, (x) potential litigation relating to the Merger that could be instituted against the parties to the Merger Agreement or their respective directors,
managers or officers, including the effects of any outcomes related thereto, (xi) 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, (xii) challenges encountered by the Company in the execution of restructuring programs, and (xiii) disruptions in the global credit and financial markets, including diminished liquidity and credit availability,
changes in international trade agreements, including tariffs and trade restrictions, 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 Chase’s filings with the Securities and Exchange Commission (the “SEC”), including the risks and uncertainties
identified in Part I, Item 1A - Risk Factors of Chase’s Annual Report on Form 10-K for the year ended August 31, 2022 and in the Company’s other filings with the SEC.
These forward-looking statements speak only as of the date of this communication, and Chase does not assume any obligation to update or revise any forward-looking
statement made in this communication or that may from time to time be made by or on behalf of the Company.
About Chase Corporation
Chase Corporation, a global specialty chemicals company that was founded in 1946, is a leading manufacturer of protective materials for high-reliability applications
throughout the world. More information can be found on our website at https://chasecorp.com/.
About KKR
KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive
investment returns by following a patient and disciplined investment approach, employing world-class people and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real
assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the
activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.
Contacts:
For Chase Corporation
Investor & Media Contact:
Jackie Marcus or Ashley Gruenberg
Alpha IR Group
Phone: (617) 466-9257
E-mail: CCF@alpha-ir.com
Shareholder & Investor Relations Department:
Phone: (781) 332-0700
E-mail: investorrelations@chasecorp.com
For KKR
Liidia Liuksila or Miles Radcliffe-Trenner
(212) 750-8300
media@kkr.com
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