DMC Global Board Responds to Steel Connect
September 19 2024 - 7:00AM
DMC Global (NASDAQ: BOOM) (“DMC” or the “Company”) today announced
its Board of Directors (the “Board”) responded to a press release
from Steel Connect, Inc. (“Steel Connect”) in connection with its
May 31, 2024, unsolicited offer to acquire DMC, and a related offer
on September 17 to acquire the Company, or alternatively, its
DynaEnergetics and NobelClad businesses.
Since the initial offer, the Board directly, and
through its financial and legal advisors, has repeatedly offered
Steel Connect an opportunity to participate in the Board’s review
of strategic alternatives subject to standard terms and conditions.
Steel Connect has rejected DMC’s requests to enter into a customary
non-disclosure agreement and a limited, 30-day standstill
agreement, which are intended to protect the Company’s confidential
information and the integrity of the strategic alternatives
process.
In addition, Steel Connect has demanded the
details of all offers and indications of interest provided by the
other participants in the process. This demand is unacceptable
as it interferes with the Board’s role in managing the strategic
review process. The Board would look forward to exchanging
information and engaging with Steel Connect, subject to entering
into an agreement with customary provisions that protect the rights
of all stockholders.
There can be no assurance this process will
result in any transaction or other alternative, nor any assurance
as to its outcome or timing. There is no timetable for completion
of this process and DMC does not intend to comment further unless
and until it determines additional disclosure is necessary or
appropriate.
BofA Securities is acting as financial advisor
to DMC. Womble Bond Dickinson (US) LLP and Richards, Layton &
Finger, P.A. are acting as DMC’s legal advisors; Sodali & Co.
is acting as its strategic stockholder advisor; and Gagnier
Communications LLC is its strategic communications advisor.
About DMC GlobalDMC Global is
an owner and operator of innovative, asset-light manufacturing
businesses that provide unique, highly engineered products and
differentiated solutions. DMC’s businesses have established
leadership positions in their respective markets and consist of:
Arcadia, a leading supplier of architectural building products;
DynaEnergetics, which serves the global energy industry; and
NobelClad, which addresses the global industrial infrastructure and
transportation sectors. Based in Broomfield, Colorado, DMC trades
on Nasdaq under the symbol “BOOM.” For more information, visit:
http://www.dmcglobal.com.
Safe Harbor LanguageThis news
release contains certain forward-looking statements regarding the
Company. All of these statements are based on management’s
expectations as well as estimates and assumptions prepared by
management that, although they believe to be reasonable, are
inherently uncertain. These statements involve risks and
uncertainties, including, but not limited to, economic,
competitive, governmental and other factors outside of the
Company’s control that may cause its business, industry, strategy,
financing activities or actual results to differ materially. More
information on potential factors that could affect the Company and
its financial results is available in the “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” sections within the Company’s Annual Report
on Form 10-K for the year ended December 31, 2023, and in other
documents that the Company has filed with, or furnished to, the
U.S. Securities and Exchange Commission. The Company does not
undertake any obligation to release public revisions to any
forward-looking statement, including, without limitation, to
reflect events or circumstances after the date of this news
release, or to reflect the occurrence of unanticipated events,
except as may be required under applicable securities laws.
CONTACT:Investors:Geoff
HighVice President of Investor Relations303-604-3924
Media:Riyaz Lalani or Dan GagnierGagnier
Communications416-305-1459DMCGLOBAL@GAGNIERFC.COM
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