Current Report Filing (8-k)
27 October 2022 - 09:05PM
Edgar (US Regulatory)
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 26, 2022
AgroFresh Solutions, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-36316 |
46-4007249 |
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(State or other jurisdiction
of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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One Washington Square
510-530 Walnut Street, Suite 1350
Philadelphia,
PA
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19106 |
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(Address of Principal Executive Offices)
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(Zip Code)
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(267) 317-9139
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K 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
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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.
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Securities registered pursuant to Section 12(b) of the
Act:
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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, par value $0.0001 per share |
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AGFS |
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The Nasdaq Stock Market LLC |
Item 1.01. Entry into a Material Definitive Agreement.
On October 24, 2022, a special committee (the “Special
Committee”)
of the board of directors (the “Board”)
of AgroFresh Solutions, Inc. (the “Company”)
agreed with Paine Schwartz Partners (“Paine
Schwartz”)
to pursue a transaction pursuant to which Paine Schwartz would
acquire all of the outstanding common stock of the Company
(“Common
Stock”)
for $3.00 per share in cash and which would (i) not be conditioned
upon Paine Schwartz’s ability to obtain financing or obtain any
waiver or amendment under any agreement of the Company related to
indebtedness, and (ii) be conditioned upon approval by a fully
empowered special committee of independent, non‑management
directors and upon the approval of the holders of a majority of the
Common Stock owned by disinterested stockholders in accordance with
the framework established under
Kahn v. M&F Worldwide Corp.
and its progeny, and such conditions will be non‑waivable (the
“Proposed
Transaction”).
The Proposed Transaction is subject to, among other things, Paine
Schwartz’s satisfaction of confirmatory diligence and negotiation
and execution of definitive documentation. The Board, acting
through the Special Committee, granted Paine Schwartz a limited
waiver (the “Limited
Waiver”)
of the standstill restrictions contained in the Investment
Agreement dated June 13, 2020 by and between the Company and an
affiliate of Paine Schwartz to permit Paine Schwartz to disclose
the Proposed Transaction by filing an amendment to the statements
on Schedules 13D and 13D/A previously filed by Paine Schwartz in
compliance with the Securities Exchange Act of 1934, as amended,
complete confirmatory diligence, engage with and enter into
arrangements with financing sources and negotiate definitive
documentation in respect of the Proposed Transaction and, if later
approved by the Board upon the recommendation of the Special
Committee, enter into the Proposed Transaction. The foregoing
description of the Limited Waiver does not purport to be complete
and is subject to, and qualified in its entirety by, the full text
of the Limited Waiver, a copy of which is attached as Exhibit 10.1
to this report and is incorporated herein by
reference.
The Company cautions its stockholders and others considering
trading in Company securities that no agreement between Paine
Schwartz and the Company relating to the Proposed Transaction will
be created unless definitive documentation is executed and
delivered by the appropriate parties.
The Company does not undertake any obligation to provide any
updates with respect to this or any other transaction, or to
provide any additional disclosures to reflect subsequent events,
new information or future circumstances, except as required under
applicable law.
Perella Weinberg Partners LP is serving as financial advisor to the
Special Committee. Morris, Nichols, Arsht & Tunnell LLP is
serving as legal advisor to the Special Committee. Morrison &
Foerster LLP is serving as legal advisor to the
Company.
Item 9.01 Exhibits
(d) Exhibits.
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Exhibit
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Exhibit |
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Waiver Letter, dated October 26, 2022
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SIGNATURE
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.
Dated: October 26, 2022
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AGROFRESH SOLUTIONS, INC.
By:
/s/ Thomas Ermi
Name: Thomas Ermi
Title: Vice President and General Counsel
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AgroFresh Solutions (NASDAQ:AGFSW)
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