A. Schulman, Inc. (Nasdaq:SHLM) today announced that it has
established a record date of May 7, 2018, and a meeting date of
June 14, 2018, for a special meeting of its stockholders to, among
other things, consider and vote on a proposal to approve the
previously announced Agreement and Plan of Merger with
LyondellBasell Industries N.V. and LYB Americas Holdco Inc., a
wholly owned subsidiary of LyondellBasell. The Board of
Directors of A. Schulman recommends that stockholders vote in favor
of the merger with LyondellBasell.
If the merger is completed, A. Schulman stockholders will be
entitled to receive $42.00 in cash and one contingent value right,
in each case, without interest and less applicable withholding
taxes, for each share of A. Schulman common stock owned (unless a
stockholder has properly exercised appraisal rights with respect to
such shares). While no guaranty can be given that any additional
proceeds will be received, each contingent value right will provide
a holder with an opportunity to receive certain net proceeds, if
any are recovered, from claims arising from A. Schulman's
acquisition of its Citadel subsidiary or the acquisition by
Citadel’s subsidiary, the Matrixx Group, Incorporated of its Lucent
subsidiary, including certain ongoing litigation against the former
owners of A. Schulman's Citadel subsidiary and the former owners of
A. Schulman's Lucent subsidiary and the related government
investigations.
A. Schulman stockholders as of the close of business on the
record date for the special meeting will be entitled to receive
notice of, and to vote at, the special meeting.
A. Schulman continues to expect the transaction to close in the
second half of calendar year 2018, subject to the approval of A.
Schulman's stockholders, remaining regulatory approvals, and
customary closing conditions.
About A. Schulman
A. Schulman, Inc. is a leading international
supplier of high-performance plastic compounds, composites and
resins headquartered in Akron, Ohio. Since 1928, the Company has
been providing innovative solutions to meet its customers'
demanding requirements. The Company's customers span a wide range
of markets such as packaging, mobility, building &
construction, electronics & electrical, agriculture, personal
care & hygiene, sports, leisure & home, custom services and
others. The Company employs approximately 5,200 people and has 54
manufacturing facilities globally. A. Schulman reported net sales
of approximately $2.5 billion for the fiscal year ended August 31,
2017. Additional information about A. Schulman can be found at
www.aschulman.com.
Additional Information
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. This communication may be
deemed to be solicitation material in respect of the proposed
merger between A. Schulman and LyondellBasell. In connection with
the proposed transaction, A. Schulman has filed with the United
States Securities and Exchange Commission (the "SEC") a preliminary
proxy statement, dated March 26, 2018. A. Schulman will send
the definitive proxy statement and a proxy card to each of A.
Schulman's stockholders entitled to vote at the special meeting
relating to the proposed merger. A. SCHULMAN'S STOCKHOLDERS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY
REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH
THE TRANSACTION THAT A. SCHULMAN WILL FILE WITH THE SEC (INCLUDING
THE DEFINITIVE PROXY STATEMENT) WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE TRANSACTION. Stockholders and
investors will be able to obtain free copies of the proxy statement
and other relevant materials (when they become available) and other
documents filed by A. Schulman at the SEC's web site at
www.sec.gov. Copies of the definitive proxy statement (when they
become available) and the filings that will be incorporated by
reference therein may also be obtained, without charge, from A.
Schulman's website, www.aschulman.com, under the heading
“Investors”, or by contacting A. Schulman's Investor Relations
at 330-668-7346 or jennifer.beeman@aschulman.com.
Participants in the
Solicitation
A. Schulman, its directors and certain of its
executive officers and employees may be deemed, under SEC rules, to
be participants in the solicitation of proxies from A. Schulman's
investors and security holders in connection with the proposed
transaction. Information about A. Schulman's directors and
executive officers is set forth in A. Schulman's proxy statement
for its 2017 Annual Meeting of Stockholders and A. Schulman's
Annual Report on Form 10-K for the fiscal year ended
August 31, 2017. Additional information regarding the
interests of participants in the solicitation of proxies in
connection with the proposed transaction is included in the
preliminary proxy statement, as it will be amended, that was filed
with the SEC on March 27, 2018, and other documents relevant to the
proposed merger that A. Schulman intends to file with the
SEC. These documents may be obtained for free as described
above.
Forward-Looking Statements
This communication is made in reliance upon the
safe harbor of the Private Securities Litigation Reform Act of
1995, including, without limitation, the statements made concerning
A. Schulman's intent to consummate the merger with LyondellBasell.
As a general matter, forward-looking statements are those focused
upon anticipated events or trends, expectations, and beliefs
relating to matters that are not historical in nature. Such
forward-looking statements are subject to uncertainties and factors
relating to A. Schulman's operations and business environment, all
of which are difficult to predict and many of which are beyond the
control of A. Schulman. Among others, the following uncertainties
and other factors could cause actual results to differ from those
set forth in the forward-looking statements: (i) the risk that
the merger may not be consummated in a timely manner, if at all;
(ii) the risk that the definitive merger agreement may be
terminated in circumstances that require A. Schulman to pay
LyondellBasell a termination fee of $50 million;
(iii) risks related to the diversion of management's attention
from A. Schulman's ongoing business operations; (iv) the
effect of the announcement of the merger on A. Schulman's business
relationships (including, without limitation, customers and
suppliers), operating results and business generally;
(v) risks related to obtaining the requisite consents to the
merger, including, without limitation, the receipt of approval from
A. Schulman's stockholders, the timing (including possible delays)
and receipt of regulatory clearance and CFIUS approval from
governmental authorities (including any conditions, limitations or
restrictions placed on these approvals) and the risk that one or
more governmental authority may deny any such approval; and
(vi) the conditions of the capital markets during the period
covered by the forward-looking statements. Further risks that could
cause actual results to differ materially from those matters
expressed in or implied by such forward-looking statements are set
forth under "Risk Factors" in A. Schulman's Annual Report on Form
10-K for the fiscal year ended August 31, 2017, its subsequent
quarterly reports on Form 10-Q and in A. Schulman’s preliminary
proxy statement, dated March 26, 2018, that A. Schulman filed with
the SEC in connection with the proposed merger. The list of
factors presented here is, and the list of factors presented in A.
Schulman’s other SEC filings should not be considered to be a
complete statement of all potential risks and uncertainties. In
addition, risks and uncertainties not presently known to A.
Schulman or that it believes to be immaterial also may adversely
affect A. Schulman. Should any known or unknown risks or
uncertainties develop into actual events, or underlying assumptions
prove inaccurate, these developments could have material adverse
effects on A. Schulman’s business, financial condition and results
of operations. A. Schulman does not undertake, and hereby
disclaims, any duty to update these forward-looking statements,
although its situation and circumstances may change in the
future. Persons reading this communication are cautioned not
to place undue reliance on these forward-looking statements which
speak only as of the date hereof.
The merger is subject to certain conditions
precedent, including regulatory approvals, CFIUS approval and
approval from A. Schulman's stockholders.
A. Schulman cannot provide any assurance that
the proposed merger will be completed, nor can it give assurances
as to the terms on which such merger will be consummated.
SHLM_All
Media and Investors in United StatesJennifer K.
BeemanVice President, Corporate Communications & Investor
RelationsA. Schulman, Inc.3637 Ridgewood RoadFairlawn, Ohio
44333Tel: 330-668-7346Email: Jennifer.Beeman@aschulman.com
www.aschulman.com
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