Armstrong Flooring Announces Expiration And Preliminary Results Of Modified “Dutch Auction” Self-Tender Offer
17 June 2019 - 9:00PM
Business Wire
Armstrong Flooring, Inc. (NYSE:AFI) (“Armstrong Flooring” or the
“Company”) announced today the expiration and preliminary results
of its modified “Dutch auction” self-tender offer to repurchase up
to $50,000,000 in cash of its common stock.
Armstrong Flooring’s modified “Dutch auction” self-tender offer
expired at 12:00 a.m., New York City time, at the end of June 14,
2019. Based on the preliminary count by American Stock Transfer
& Trust Company, LLC, the depositary for the self-tender offer,
4,991,757 shares of Armstrong Flooring’s common stock, including
215,068 shares of common stock that were tendered through notice of
guaranteed delivery, were properly tendered (and not properly
withdrawn) at a price at or below the final purchase price of
$11.10 per share. In accordance with the terms of the self-tender
offer and based on these preliminary results, which indicates that
the tender offer was oversubscribed, Armstrong Flooring expects to
repurchase 4,504,504 shares of its common stock at the final
purchase price of $11.10 per share, for a total cost of
approximately $50.0 million, excluding fees and expenses relating
to the self-tender offer. The common stock expected to be
repurchased in the self-tender offer represent approximately 17.3%
of Armstrong Flooring’s issued and outstanding common stock as of
June 14, 2019.
The number of shares of common stock expected to be repurchased
in the self-tender offer is preliminary and subject to change.
Armstrong Flooring will fund the repurchase of common stock in the
self-tender offer using a portion of its cash and cash equivalents
on hand. Payment for Armstrong Flooring’s common stock accepted for
purchase in the self-tender offer will occur promptly after the
final number of shares of common stock properly tendered and not
properly withdrawn is confirmed by the depositary.
Goldman Sachs & Co. LLC is serving as dealer manager
for the self-tender offer. Innisfree M&A Incorporated is
serving as information agent for the self-tender offer and American
Stock Transfer & Trust Company, LLC is serving as depositary
for the self-tender offer. Shareholders who have questions or need
information about the self-tender offer may contact Innisfree
M&A Incorporated at 1-888-750-5834.
ABOUT ARMSTRONG FLOORING
Armstrong Flooring, Inc. is a global leader in the design and
manufacture of innovative flooring solutions. Headquartered in
Lancaster, Pennsylvania, Armstrong Flooring is North America’s
largest producer of resilient flooring products. The company safely
and responsibly operates 8 manufacturing facilities globally,
working to provide the highest levels of service, quality and
innovation to ensure it remains as strong and vital as its 150-year
heritage. For additional information, please visit
www.armstrongflooring.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Disclosures in this release, including without limitation,
statements as to the amount, timing and manner of the Company’s
self-tender offer, and in our other public documents and comments
contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Those statements
provide our future expectations or forecasts and can be identified
by our use of words such as “anticipate,” “estimate,” “expect,”
“project,” “intend,” “plan,” “believe,” “outlook,” “target,”
“predict,” “may,” “will,” “would,” “could,” “should,” “seek,” and
other words or phrases of similar meaning in connection with any
discussion of future operating or financial performance.
Forward-looking statements, by their nature, address matters that
are uncertain and involve risks because they relate to events and
depend on circumstances that may or may not occur in the future. As
a result, our actual results may differ materially from our
expected results and from those expressed in our forward-looking
statements. A more detailed discussion of the risks and
uncertainties that could cause our actual results to differ
materially from those projected, anticipated or implied is included
in our reports filed with the SEC. Forward-looking statements speak
only as of the date they are made. We undertake no obligation to
update any forward-looking statements beyond what is required under
applicable securities law.
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INVESTOR & MEDIA RELATIONS
CONTACTInvestors:Douglas BinghamSVP, Chief Financial
Officer717-672-9300IR@armstrongflooring.com
Media:Steve TrapnellCorporate Communications
Manager717-672-7218aficorporatecommunications@armstrongflooring.com
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