Lydall, Inc. (NYSE:LDL, “Lydall” or “the Company”), a leading
global provider of specialty filtration and advanced materials
solutions, announced today the results of the special shareholder
meeting held earlier today.
At the special meeting, Lydall shareholders approved the
transactions contemplated by that certain Merger Agreement dated
June 21, 2021 by and among Lydall, Inc., Unifrax Holding Co.,
Outback Merger Sub, Inc., and Unifrax I, LLC. Holders of
approximately 77.5% of Lydall common stock voted to approve the
merger.
A total of 14,021,456 common shares of the 18,037,202 common
shares issued and outstanding at the record date were voted at the
Meeting, representing 77.7% of the issued and outstanding common
shares of the Company at the record date of August 9, 2021.
The final voting results of the proposals submitted to a vote of
the stockholders at the special meeting are as follows:
Proposal 1 - The Merger Proposal: To approve and adopt the
Merger Agreement (the “Merger Proposal”), dated June 21, 2021.
For |
Against |
Abstain |
Total |
13,972,617 |
29,332 |
19,507 |
14,021,456 |
Proposal 2 - The Merger Compensation Proposal: To approve, on a
non-binding advisory basis, certain compensation that will or may
be paid by Lydall to its named executive officers that is based on
or otherwise relates to the Merger.
For |
Against |
Abstain |
Total |
13,049,299 |
444,929 |
527,228 |
14,021,456 |
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 Lydall’s stockholders approved Proposal 1.
Forward Looking StatementsThis
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 (among other) statements about Lydall’s
ability to consummate the proposed transaction, the expected
benefits of the proposed transaction and the expected impact of the
coronavirus pandemic (COVID-19) on the Company's businesses 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: the timing to consummate the proposed transaction,
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, 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, the diversion of management time on
transaction-related issues; risks related to disruption of
management time from ongoing business operations due to the
proposed transaction, the risk that any announcements relating to
the proposed transaction could have adverse effects on the market
price of the common stock of Lydall, the risk that the proposed
transaction and its announcement could have an adverse effect on
the ability of Lydall to retain customers and retain and hire key
personnel and maintain relationships with its suppliers and
customers, 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, challenges encountered by the Company in
the execution of restructuring programs, disruptions in the global
credit and financial markets, including diminished liquidity and
credit availability, changes in international trade agreements,
including tariffs and trade restrictions, disruptions in the
Company's businesses from the coronavirus pandemic (COVID-19),
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 Lydall’s filings with the Securities and Exchange
Commission, including the risks and uncertainties identified in
Part I, Item 1A - Risk Factors of Lydall’s Annual Report on Form
10-K for the year ended December 31, 2020. These forward-looking
statements speak only as of the date of this communication, and
Lydall 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 UnifraxUnifrax is a
leading global supplier of high-performance specialty materials
used in thermal management, specialty filtration, battery
materials, emission control and fire protection applications.
Headquartered in Tonawanda, NY, Unifrax serves more than 4,000
customers through a global footprint of 31 plants operating across
12 countries. Unifrax’s portfolio of products, technologies,
proprietary chemistries and processes have been developed from more
than 70 years of deep application knowledge and innovation. Its
products address mission critical energy efficiency, emission
control, regulatory and fire safety requirements across the globe.
More information is available at www.unifrax.com.
About Lydall, Inc.Lydall
delivers value-added engineered materials and specialty filtration
solutions that promote a cleaner, safer, and quieter world. With
global manufacturing operations, Lydall partners with customers to
develop bespoke, high-performing and efficient solutions that are
adaptable and scalable to meet their needs. Headquartered in
Manchester, Connecticut, Lydall is a New York Stock Exchange-listed
Company. For more information, visit http://www.lydall.com. Lydall®
is a registered trademark of Lydall, Inc. in the U.S. and other
countries.
About ClearlakeClearlake
Capital Group, L.P. is an investment firm founded in 2006 operating
integrated businesses across private equity, credit and other
related strategies. With a sector-focused approach, the firm seeks
to partner with experienced management teams by providing patient,
long-term capital to dynamic businesses that can benefit from
Clearlake’s operational improvement approach, O.P.S.® The firm’s
core target sectors are industrials, technology, and consumer.
Clearlake currently has over $43 billion of assets under management
and its senior investment principals have led or co-led over 300
investments. The firm has offices in Santa Monica and Dallas. More
information is available at www.clearlake.com and on Twitter
@ClearlakeCap.
Media
Contacts: |
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Investor Contacts: |
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For LydallKristen WeissPh: +1
860-646-1233info@lydall.com |
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For LydallBrendan MoynihanPh:
+1 860-646-1233investor@lydall.com |
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For UnifraxDeborah
MyersUnifraxPh: +1 716-768-6465dmyers@unifrax.com |
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For ClearlakeJennifer
HursonLambert & Co.Ph: +1
845-507-0571jhurson@lambert.com |
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