Lonza Completes Tender Offer for Arch Chemicals
Lonza also announced that it has commenced a subsequent offering period to acquire additional untendered shares of Arch Chemicals common stock.
Oct 18 2011 --- Lonza Group Ltd, one of the world’s leading suppliers to the life science industries, announced the successful completion of the previously announced tender offer by Lonza and its indirect, wholly-owned subsidiary LG Acquisition Corp. for all outstanding shares of common stock of Arch Chemicals, Inc. at a price of USD 47.20 per share in cash, without interest and less any required withholding taxes. The tender offer expired, as scheduled, at 12:00 midnight, New York City time, on Friday, 14 October 2011, and was not extended.
Lonza received by the US Federal Trade Commission early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) on 14 October 2011. Early termination under the HSR Act satisfied the remaining antitrust condition necessary for the consummation of the tender offer. As previously announced, Lonza had already obtained required antitrust clearances from the competition authorities in France and Germany.
BNY Mellon Shareowner Services, the depository for the tender offer, has advised Lonza that, as of the expiration of the tender offer, a total of approximately 23,372,120 shares of Arch Chemicals common stock (including 2,703,910 shares subject to guaranteed delivery procedures) were validly tendered and not properly withdrawn, representing approximately 91.9% of the shares of Arch Chemicals common stock then outstanding. LG Acquisition Corp. has accepted for payment the shares validly tendered and not properly withdrawn in the tender offer.
Lonza also announced that it has commenced a subsequent offering period to acquire additional untendered shares of Arch Chemicals common stock. The subsequent offering period will expire at 12:00 midnight, New York City time, on Wednesday, 19 October 2011. During this subsequent offering period, holders of shares of Arch Chemicals common stock who did not previously tender their shares into the initial tender offer may do so, and LG Acquisition Corp. will immediately accept for payment any shares properly tendered, for the same consideration, without interest and less any required withholding taxes, paid in the initial offering period of the tender offer.
Procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, except that (i) the guaranteed delivery procedures may not be used, (ii) shares tendered during the subsequent offering period may not be withdrawn and (iii) Arch Chemicals 401(k) plan participants must submit their completed, signed and dated instruction form to the tabulation agent not later than 11:59 p.m., New York City Time, on 17 October 2011.
As a result of the tenders and after receipt of those shares subject to guaranteed delivery procedures, Lonza will own more than 90 percent of the outstanding shares of Arch Chemicals common stock and expects to complete its acquisition of Arch Chemicals through a short-form merger without a vote or meeting of Arch Chemicals’ shareholders. Upon completion of the merger, Arch Chemicals will become an indirect wholly-owned subsidiary of Lonza. In the merger, each of the remaining shares of Arch Chemicals common stock will be converted into the right to receive the same $47.20 in cash per share, without interest, that was paid in the tender offer. The merger is expected to occur promptly after the completion of the subsequent offering period.
Promptly after the completion of the merger, Lonza intends to cause all shares of Arch Chemicals common stock to be delisted from the New York Stock Exchange (the “NYSE”). Upon completion of the merger, Arch Chemicals shares will cease to be traded on the NYSE and Arch Chemicals will no longer have reporting obligations under the Securities Exchange Act of 1934, as amended.
