MIAMI and LAS VEGAS, Feb. 24,
2014 /PRNewswire/ -- In connection with the previously
announced merger agreement entered into to acquire American Pacific
Corporation (NASDAQ: APFC) ("AMPAC"), H.I.G. Capital, LLC
("H.I.G.") and AMPAC today announced that, in accordance with the
terms of the merger agreement, Flamingo Merger Sub Corp. and AMPAC
have agreed to extend the expiration of the tender offer to acquire
all of the outstanding shares of common stock of AMPAC at a price
of $46.50 per share, net to the
seller in cash without interest, to February
26, 2014 at 5:00 p.m.
(New York City time). The tender
offer is being extended to permit the expiration of the marketing
period contemplated by the merger agreement, and otherwise allow
the expiration date to coincide with the expected consummation of
the purchaser's debt financing. The tender offer was previously
scheduled to expire on February 24,
2014 at midnight (New York
City time). All other terms and conditions of the tender
offer remain unchanged.
The depositary for the tender offer has advised that, as of the
close of business on February 24,
2014, a total of approximately 5,696,290 shares or 67.2% of
outstanding shares had been validly tendered and not properly
withdrawn pursuant to the tender offer, which is sufficient to
satisfy the minimum tender condition contemplated by the merger
agreement.
About American Pacific Corporation
American Pacific Corporation is a leading custom manufacturer of
fine chemicals and specialty chemicals within its focused markets.
AMPAC supplies active pharmaceutical ingredients and advanced
intermediates to the pharmaceutical industry. For the aerospace and
defense industry, it provides specialty chemicals used in solid
rocket motors for space launch and military missiles. AMPAC
produces clean agent chemicals for the fire protection industry, as
well as electro-chemical equipment for the water treatment
industry. AMPAC's products are designed to meet customer
specifications and often must meet certain governmental and
regulatory approvals. Additional information about AMPAC can be
obtained by visit its web site at www.apfc.com.
About H.I.G.
H.I.G. is a leading global private equity investment firm with
more than $13 billion of equity
capital under management. Based in Miami, and with offices in Atlanta, Boston, Chicago, Dallas, New
York, and San Francisco in
the U.S., as well as international affiliate offices in
London, Hamburg, Madrid, Paris, and Rio de
Janeiro, H.I.G. specializes in providing capital to small
and medium-sized companies with attractive growth potential. H.I.G.
invests in management-led buyouts and recapitalizations of
profitable and well managed manufacturing or service businesses.
Since its founding in 1993, H.I.G. has invested in and managed more
than 200 companies worldwide. The firm's current portfolio includes
more than 50 companies. For more information, please refer to the
H.I.G. website at www.higcapital.com.
Notice to Investors
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of AMPAC's common stock is being made
pursuant to an offer to purchase and related materials that
affiliates of H.I.G. have filed with the Securities and Exchange
Commission (the "SEC"). Affiliates of H.I.G. are filing an
amendment to the tender offer statement on Schedule TO and AMPAC is
filing an amendment to the solicitation/recommendation statement on
Schedule 14D-9 with the SEC today in connection with the extension
of the offer. The tender offer statement (including an offer to
purchase, a related letter of transmittal and other tender offer
documents), as amended, and the solicitation/recommendation
statement, as amended, contain important information that should be
read carefully before making any decision to tender securities in
the tender offer. The tender offer statement and the
solicitation/recommendation statement have been made available to
AMPAC's stockholders at no expense to them and may also be obtained
by contacting AMPAC's Investor Relations Department at 3883 Howard
Hughes Parkway, suite 700, Las Vegas,
Nevada 89169, telephone number (702) 699-4126 or by visiting
investorrelations@apfc.com. All of these materials (and all other
tender offer documents filed with the SEC) will also be made
available at no charge at the SEC's website (www.sec.gov).
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements with
respect to the tender offer and related transactions, including the
benefits expected from the acquisition and the expected timing of
the completion of the transaction. When used in this press release,
the words "can," "will," "intends," "expects," "is expected,"
similar expressions and any other statements that are not
historical facts are intended to identify those assertions as
forward-looking statements. Such statements are based on a number
of assumptions that could ultimately prove inaccurate, and are
subject to a number of risk factors, including uncertainties
regarding the timing of the closing of the transaction,
uncertainties as to the number of stockholders of AMPAC who may
tender their stock in the tender offer, the possibility that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the transaction, and general economic and
business conditions. Neither H.I.G. nor AMPAC assumes any
obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise. Factors that
could cause actual results of the tender offer to differ materially
include the following: the risk of failing to obtain any regulatory
approvals or satisfy conditions to the transaction, the risk that
the transaction will not close or that closing will be delayed, the
risk that AMPAC's businesses will suffer due to uncertainty related
to the transaction, the competitive environment in AMPAC's industry
and competitive responses to the transaction as well as risk
factors set forth above. Further information on factors that could
affect AMPAC's financial results is provided in documents filed by
AMPAC with the SEC, including AMPAC's recent filings on Form 10-Q
and Form 10-K.
Contact: Investor Relations – (702) 735-2200
E-mail: InvestorRelations@apfc.com
Website: www.apfc.com
SOURCE American Pacific Corporation
