LAS VEGAS, Jan. 10, 2014 /PRNewswire/ -- American Pacific
Corporation (NASDAQ: APFC) ("AMPAC") today announced that it has
entered into a definitive merger agreement to be acquired by
investment funds managed by H.I.G. Capital, LLC ("H.I.G."), a
leading global private investment firm in an all cash transaction
valued at approximately $392.0
million.
Under the terms of the merger agreement, affiliates of H.I.G.
will, no later than January 24, 2014,
commence a tender offer to acquire all of the outstanding shares of
AMPAC common stock at a price of $46.50 per share. This price represents a
premium of 18.9% over the closing share price on January 9, 2014, and 17.1% over the 60-day
volume-weighted average closing share price as of the same day.
If the tender offer is completed successfully, then the shares
of AMPAC which were not tendered will be acquired in a second-step
merger at the same cash price per share paid in the tender offer.
Completion of the transaction is subject to, among other things,
customary closing conditions contained in the definitive merger
agreement.
The AMPAC Board of Directors unanimously approved the
transaction and recommends that AMPAC stockholders tender their
shares in the tender offer.
KeyBanc Capital Markets Inc. is acting as financial advisor, and
Morrison & Foerster LLP is acting as legal advisor, to AMPAC.
Morgan Stanley & Co., LLC is acting as financial advisor, and
Munger, Tolles & Olson LLP is acting as legal advisor, to the
independent Transaction Committee of AMPAC's Board of
Directors. Ropes & Gray LLP is acting as legal advisor to
H.I.G.
For further information regarding the terms and conditions
contained in the definitive merger agreement, please see AMPAC's
Current Report on Form 8-K, which will be filed with the Securities
and Exchange Commission ("SEC") in connection with this
transaction.
ABOUT AMERICAN PACIFIC CORPORATION
American Pacific Corporation is a leading custom manufacturer of
fine chemicals and specialty chemicals within its focused markets.
AMPAC supplies active pharmaceutical ingredients and advanced
intermediates to the pharmaceutical industry. For the aerospace and
defense industry, it provides specialty chemicals used in solid
rocket motors for space launch and military missiles. AMPAC
produces clean agent chemicals for the fire protection industry, as
well as electro-chemical equipment for the water treatment
industry. AMPAC's products are designed to meet customer
specifications and often must meet certain governmental and
regulatory approvals. Additional information about AMPAC can be
obtained by visit its web site at www.apfc.com.
ABOUT H.I.G.
H.I.G. is a leading global private equity investment firm with
more than $13 billion of equity
capital under management. Based in Miami, and with offices in Atlanta, Boston, Chicago, Dallas, New
York, and San Francisco in
the U.S., as well as international affiliate offices in
London, Hamburg, Madrid, Paris, and Rio de
Janeiro, H.I.G. specializes in providing capital to small
and medium-sized companies with attractive growth potential.
H.I.G. invests in management-led buyouts and recapitalizations of
profitable and well managed manufacturing or service
businesses. Since its founding in 1993, H.I.G. has invested
in and managed more than 200 companies worldwide. The firm's
current portfolio includes more than 50 companies. For more
information, please refer to the H.I.G. website at
www.higcapital.com.
IMPORTANT INFORMATION AND WHERE TO FIND IT
The tender offer for the outstanding common stock of AMPAC
referred to in this press release has not yet commenced. This press
release is not an offer to purchase or a solicitation of an offer
to sell shares of AMPAC's common stock. The solicitation and the
offer to purchase shares of AMPAC's common stock will only be made
pursuant to an offer to purchase and related materials that H.I.G.
intends to file with the SEC. At the time the tender offer is
commenced, an affiliate of H.I.G. will file a Tender Offer
Statement on Schedule TO with the SEC, and at the same time or soon
thereafter AMPAC will file a Solicitation/Recommendation Statement
on Schedule 14D-9 with respect to the tender offer. STOCKHOLDERS OF
AMPAC ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BEFORE MAKING ANY
DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THESE DOCUMENTS
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND THE PARTIES THERETO.
Investors and stockholders may obtain free copies of the
Schedule TO and Schedule 14D-9, as each may be amended or
supplemented from time to time, and other documents filed by the
parties (when available), at the SEC's web site at www.sec.gov. In
addition, the tender offer statement on Schedule TO and related
offering materials may be obtained for free (when they become
available) from H.I.G.
FORWARD-LOOKING STATEMENTS OR INFORMATION
Certain statements in this press release constitute
"Forward-Looking Statements" within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange
Act.
Such statements are typically punctuated by words or phrases
such as "anticipate," "estimate," "should," "may" and words or
phrases of similar import. These forward-looking statements
include statements regarding expectations as to the completion of
the tender offer, the merger and the other transactions
contemplated by the definitive merger agreement. The
forward-looking statements contained herein involve risks and
uncertainties that could cause actual results to differ materially
from those referred to in the forward-looking statements. Such
risks include, but are not limited to, the ability of the parties
to the definitive merger agreement to satisfy the conditions to
closing specified in the definitive merger agreement. More
information about the Company and other risks related to the
Company are detailed in the Company's most recent Annual Report on
Form 10-K for the fiscal year ended September 30, 2013 filed
with the SEC. The Company does not undertake an obligation to
update forward-looking statements.
Contact: Investor Relations – (702)
735-2200
E-mail: InvestorRelations@apfc.com
Website: www.apfc.com
SOURCE American Pacific Corporation
