Ampco-Pittsburgh Corporation (NYSE: AP) (the “Corporation” or
“Ampco-Pittsburgh”) announced today it has commenced the
subscription period for its previously announced rights offering.
The rights offering will remain open from Tuesday, August 18, 2020,
until 5:00 PM Eastern Time on Wednesday, September 16, 2020, unless
extended. Rights holders will need to exercise their subscription
rights prior to Wednesday, September 16, 2020, at 5:00 PM Eastern
Time to receive the Units in this rights offering.
If exercising subscription rights through a broker, dealer,
custodian bank, or other nominee (including any mobile investment
platform), then rights holders of record should deliver all
required subscription documents and subscription payments pursuant
to the instructions provided by their nominee.
If shares of common stock are held in the rights holder’s name,
and subscription rights will not be exercised through a broker,
dealer, custodian bank, or other nominee (including any mobile
investment platform), then the subscription certificate, all other
required subscription documents, and subscription payments should
be sent by mail to Broadridge Corporate Issuer Solutions, Inc., the
Subscription Agent, at the address below, to be received before
5:00 PM Eastern Time on September 16, 2020. Participants should
refer to the instructions included with the subscription documents
for complete information regarding completing and submitting the
subscription documents.
By Mail:
By Hand Delivery or
Overnight Courier:
Broadridge Corporate Issuer Solutions,
Inc.
Broadridge Corporate Issuer Solutions,
Inc.
Attn: BCIS re-Organization Dept.
Attn: BCIS IWS
P.O. Box 1317
51 Mercedes Way
Brentwood, NY 11717-0718
Edgewood, NY 11717
For additional information on the rights offering, please
reference the prospectus included in the Corporation’s registration
statement on Form S-1 and related amendments, which can be viewed
at https://www.sec.gov/edgar/searchedgar/companysearch.html.
The rights offering will allow Ampco-Pittsburgh’s shareholders
of record as of August 17, 2020, to purchase up to 12,800,795
units. Units consist of common stock (the “Common Shares”) and
Series A warrants to purchase Common Shares, which expire on August
1, 2025. The subscription price for units entitling participants in
the rights offering to a whole Common Share and to receive a Series
A warrant to purchase a whole Common Share has been set at $3.50,
representing a 17% premium to the closing price for a Common Share
on the New York Stock Exchange on August 12, 2020. In addition, the
exercise price for Series A warrants to purchase a whole Common
Share has been set at $5.75 per share. The units and Series A
warrants will be exercisable only for whole Common Shares.
The rights offering includes an over-subscription privilege,
entitling each rights holder that exercises all its basic
subscription privileges in full the right to purchase additional
units that remain unsubscribed at the expiration of the rights
offering. Both the basic and over-subscription privileges are
subject to availability and a pro-rata allocation of shares among
participants. All basic subscription rights and over-subscription
privileges may be exercised during the subscription period of
Tuesday, August 18, 2020, through 5:00 PM ET, Wednesday, September
16, 2020.
A copy of the prospectus and related materials are being sent to
holders of record on August 17, 2020. Additionally, a copy of the
prospectus may be requested from, and questions relating to the
rights offering may be directed to, the information agent for the
rights offering, as follows:
Rights Offering Information
Agent
D.F. King & Co., Inc. 48 Wall Street,
22nd Floor New York, NY 10005 Telephone at (212) 269-5550 (bankers
and brokers) or (800) 290-6432 (all others) AP@dfking.com
Ampco-Pittsburgh has engaged Advisory Group Equity Services,
Ltd. d/b/a RHK Capital to act as dealer-manager for the rights
offering. Any broker-dealers interested in participating in the
rights offering may contact info@rhk.capital.
The Company’s registration statement on Form S-1 was declared
effective by the U.S. Securities and Exchange Commission on August
13, 2020. The prospectus relating to and describing the terms of
the rights offering has been filed with the SEC on August 17, 2020,
and is available on the SEC’s website at www.sec.gov. This
announcement shall not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, nor shall there be
any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
About Ampco-Pittsburgh Corporation
Ampco-Pittsburgh Corporation manufactures and sells highly
engineered, high-performance specialty metal products and
customized equipment utilized by industry throughout the world.
Through its operating subsidiary, Union Electric Steel Corporation,
it is a leading producer of forged and cast rolls for the global
steel and aluminum industry. It also manufactures open-die forged
products that principally are sold to customers in the steel
distribution market, oil and gas industry, and the aluminum and
plastic extrusion industries. The Corporation is also a producer of
air and liquid processing equipment, primarily custom-engineered
finned tube heat exchange coils, large custom air handling systems,
and centrifugal pumps. It operates manufacturing facilities in the
United States, England, Sweden, Slovenia, and participates in three
operating joint ventures located in China. It has sales offices in
North and South America, Asia, Europe, and the Middle East.
Corporate headquarters is located in Carnegie, Pennsylvania.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (the “Act”)
provides a safe harbor for forward-looking statements made by or on
behalf of the Corporation. The information contained in this press
release may include, but are not limited to, statements about
undertaking the rights offering described herein, operating
performance, trends, events that the Corporation expects or
anticipates will occur in the future, statements about sales and
production levels, restructurings, the impact from global pandemics
(including COVID-19), profitability and anticipated expenses and
cash outflows. All statements in this document other than
statements of historical fact are statements that are, or could be,
deemed “forward-looking statements” within the meaning of the Act
and words such as “may,” “intend,” “believe,” “expect,”
“anticipate,” “estimate,” “project,” “forecast” and other terms of
similar meaning that indicate future events and trends are also
generally intended to identify forward-looking statements.
Forward-looking statements speak only as of the date on which such
statements are made, are not guarantees of future performance or
expectations and involve risks and uncertainties. For the
Corporation, these risks and uncertainties include, but are not
limited to: cyclical demand for products and economic downturns;
excess global capacity in the steel industry; increases in
commodity prices or shortages of key production materials;
consequences of global pandemics (including COVID-19); new trade
restrictions and regulatory burdens associated with “Brexit”;
inability of the Corporation to successfully restructure its
operations; limitations in availability of capital to fund the
Corporation’s operations and strategic plan; inability to satisfy
the continued listing requirements of the New York Stock Exchange;
potential attacks on information technology infrastructure and
other cyber-based business disruptions; and those discussed more
fully in documents filed with the SEC by the Corporation,
particularly in Item 1A, Risk Factors, in Part I of the
Corporation’s latest annual report on Form 10-K, and Part II of the
Corporation’s Form 10-Q for the quarter ended June 30, 2020. The
Corporation cannot guarantee any future results, levels of
activity, performance or achievements. In addition, there may be
events in the future that the Corporation may not be able to
predict accurately or control which may cause actual results to
differ materially from expectations expressed or implied by
forward-looking statements. Except as required by applicable law,
the Corporation assumes no obligation, and disclaims any
obligation, to update forward-looking statements whether as a
result of new information, events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200818005467/en/
Michael G. McAuley Senior Vice President, Chief Financial
Officer and Treasurer (412) 429-2472 mmcauley@ampcopgh.com
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