TPC Group Inc. (Nasdaq:TPCG), a leading fee-based processor and
service provider of value-added products derived from niche
petrochemical raw materials, today announced that it has received a
non-binding proposal to be acquired by Innospec Inc. (Nasdaq:IOSP)
("Innospec"). As part of this proposal, Innospec would pursue an
acquisition of all of TPC Group's common shares for an all-cash
purchase price in the range of $44–46 per share. The proposal is
subject to certain conditions, including, among others, securing
requisite debt financing, completion of due diligence and receipt
of internal approvals. Equity financing for the proposed
acquisition will be provided by a fund, Blackstone Capital Partners
VI, L.P., managed by Blackstone on behalf of its private equity
investors.
The TPC Group Board of Directors has determined in good faith,
after consultation with its independent legal and financial
advisors, that this proposal would reasonably be expected to lead
to a Superior Proposal, as that term is defined in the Merger
Agreement dated as of August 24, 2012 with investment funds
sponsored by First Reserve Corporation and SK Capital Partners.
Consistent with its fiduciary duties, TPC Group's Board of
Directors, in consultation with its independent legal and financial
advisors, will carefully consider and evaluate the non-binding
proposal from Innospec and its equity financing partner, and has
authorized discussions and negotiations with them and is making
arrangements to facilitate their due diligence review.
It is not anticipated that any further developments will be
disclosed with regard to these discussions unless the TPC Group
Board makes a decision with respect to any potential Superior
Proposal. There are no guarantees that these negotiations will
result in a Superior Proposal.
As previously announced on August 27, 2012, TPC Group entered
into a merger agreement with investment funds sponsored by First
Reserve Corporation and SK Capital Partners. Under the terms of the
agreement, upon consummation of the merger TPC Group stockholders
would be eligible to receive $40.00 per share in cash for each
share of TPC Group common stock that they own. The TPC Group Board
of Directors has not changed its recommendation with respect to,
and continues to recommend that TPC stockholders vote in favor of
adopting and approving, the merger agreement entered into with
investment funds sponsored by First Reserve Corporation and SK
Capital Partners and the transactions contemplated thereby.
Perella Weinberg Partners LP is serving as financial advisor to
TPC Group, and Baker Botts L.L.P. is serving as legal
counsel. Skadden, Arps, Slate, Meagher & Flom LLP is
serving as legal counsel to the special committee of the TPC
Group's Board of Directors.
About TPC Group
TPC Group Inc. is a leading producer of value-added products
derived from niche petrochemical raw materials, such as C4
hydrocarbons, and provider of critical infrastructure and logistics
services along the Gulf Coast region. The Company sells its
products into a wide range of performance, specialty and
intermediate markets, including synthetic rubber, fuels, lubricant
additives, plastics and surfactants. Headquartered in Houston,
Texas, and with an operating history of over 68 years, the Company
has manufacturing facilities in the industrial corridor adjacent to
the Houston Ship Channel, Port Neches and Baytown, Texas and
operates a product terminal in Lake Charles, Louisiana. For more
information, visit the Company's website at
http://www.tpcgrp.com.
The TPC Group logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=9551
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed merger between TPC Group and investment
funds sponsored by First Reserve Corporation and SK Capital
Partners. TPC Group plans to file a definitive proxy statement with
the SEC in connection with the proposed merger. Investors
and security holders of TPC Group are urged to carefully read the
definitive proxy statement when it becomes available because it
will contain important information about the
transaction.
A definitive proxy statement will be mailed to TPC Group's
stockholders seeking their approval of the proposed merger.
Investors and security holders may obtain a free copy of the
definitive proxy statement when it becomes available, and other
documents filed by TPC Group with the SEC, at the SEC's website at
www.sec.gov. Free copies of the documents filed with the SEC by TPC
Group will be available on TPC Group's website at
http://www.tpcgrp.com under the "Investors" tab, by directing a
request to TPC Group, Attention: Investor Relations, 5151 San
Felipe, Suite 800, Houston, Texas 77056, or by calling (713)
627-7474. Investors may also read and copy any reports, statements
and other information filed with the SEC at the SEC public
reference room at 100 F Street N.E., Room 1580, Washington, D.C.
20549. Please call the SEC at (800) 732-0330 or visit the SEC's
website for further information on its public reference room.
TPC Group and its directors, executive officers and certain
members of management and employees may, under the rules of the
SEC, be deemed to be "participants" in the solicitation of proxies
in connection with the proposed merger. Information concerning the
interests of the persons who may be participants in the
solicitation will be set forth in the definitive proxy statement
(when available). Information concerning beneficial ownership of
TPC Group stock by its directors and certain executive officers is
included in its proxy statement relating to its 2012 annual meeting
of stockholders filed with the SEC on April 26, 2012 and subsequent
statements of changes in beneficial ownership on file with the
SEC.
Forward-Looking Statements
This communication contains forward-looking statements, which
are subject to risks, uncertainties, assumptions and other factors
that are difficult to predict and that could cause actual results
to vary materially from those expressed in or indicated by them.
Factors that could cause actual results to differ materially
include, but are not limited to (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement dated as of August 24, 2012
among TPC Group and investment funds sponsored by First Reserve
Corporation and SK Capital Partners; (2) the outcome of any legal
proceedings that may be instituted against TPC Group and others
following announcement of the merger agreement; (3) the inability
to complete the proposed merger due to the failure to satisfy the
conditions to the merger, including obtaining the approval of TPC
Group's stockholders, antitrust clearances and other closing
conditions; (4) risks that the proposed merger disrupts current
plans and operations of TPC Group; (5) potential difficulties in
employee retention as a result of the proposed merger; (6) the
ability to recognize the benefits of the proposed merger; (7)
legislative, regulatory and economic developments; and (8) other
factors described in TPC Group's filings with the SEC. Many of the
factors that will determine the outcome of the subject matter of
this communication are beyond the ability of TPC Group to control
or predict. TPC Group can give no assurance that the conditions to
the merger will be satisfied. Except as required by law, TPC Group
undertakes no obligation to revise or update any forward-looking
statement, or to make any other forward-looking statements, whether
as a result of new information, future events or otherwise. TPC
Group is not responsible for updating the information contained in
this communication beyond the published date, or for changes made
to this communication by wire services or Internet service
providers.
CONTACT: For TPC Group
Investor Relations
Contact: Miguel Desdin
Email: miguel.desdin@tpcgrp.com
Phone: 713-627-7474
-or-
Contact: Scott Winter / Larry Miller
Innisfree M&A Incorporated
Phone: (212) 750-5833
Media Inquiries
Contact: Meaghan Repko / James Golden
Joele Frank, Wilkinson Brimmer Katcher
Phone: (212) 355-4449
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