Shiloh Industries, Inc. Announces Common Stock Offering
July 10 2017 - 3:01PM
Shiloh Industries, Inc. (NASDAQ:SHLO), (the
"Company") announced today that it has commenced an underwritten
public offering of up to 5.0 million newly issued shares of its
common stock. In connection with the offering, the Company and MTD
Products Inc. Master Employment Benefit Trust (a pension trust
affiliated with MTD Products Inc.), a shareholder of the Company
(the “Selling Stockholder”), expect to grant the underwriters a
30-day option to purchase up to 750,000 shares of the Company’s
common stock. If the underwriters purchase 500,000 or fewer shares
of the Company’s common stock pursuant to their option, all such
shares will be purchased from the Selling Stockholder. Any
shares purchased by the underwriters pursuant to their option in
excess of 500,000 will be purchased from the Company.
The Company intends to use the net proceeds of
the offering to repay borrowings under its revolving credit
facility. J.P. Morgan, BofA Merrill Lynch and BMO Capital Markets
are acting as joint book-running managers. The Company will not
receive any proceeds from any sale of shares by the Selling
Stockholder.
A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission and became effective on March 24, 2017. Any offering of
the securities covered under the registration statement will be
made solely by means of a prospectus and an accompanying prospectus
supplement relating to that offering. Copies of the prospectus and
preliminary prospectus supplement for this offering may be obtained
by contacting J.P. Morgan Securities LLC, Attention.: Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717,
1-866-803-9204; BofA Merrill Lynch, Attention: Prospectus
Department, NC1-004-03-43, 200 North College Street, 3rd
floor, Charlotte NC 28255-0001,
dg.prospectus_requests@baml.com; or BMO Capital Markets Corp.,
Attention: Equity Syndicate Department, 3 Times Square, 25th Floor,
New York, NY 10036, bmoprospectus@bmo.com, 1-800-414-3627.
This Press Release 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 jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
About Shiloh Industries,
Inc.
Shiloh Industries, Inc. (NASDAQ:SHLO) is a
global innovative solutions provider focusing on lightweighting
technologies that provide environmental and safety benefits to the
mobility market. The Company designs and manufactures
products within body structure, chassis and propulsion systems,
leveraging one of the broadest portfolios in the industry. Shiloh’s
multi-component, multi-material solutions are comprised of a
variety of alloys in aluminum, magnesium and steel grades, along
with its proprietary line of noise and vibration reducing
ShilohCore acoustic laminate products. The
strategic BlankLight®, CastLight®
and StampLight® brands combine to maximize
lightweighting solutions without compromising safety or
performance. The Company has over 3,600 dedicated employees with
operations, sales and technical centers throughout Asia, Europe and
North America.
Forward-Looking Statements
Certain statements made by Shiloh in this Press
Release regarding the Company's operating performance, events or
developments that the Company believes or expects to occur in the
future, including those that discuss strategies, goals, outlook or
other non-historical matters, or which relate to future sales,
earnings expectations, cost savings, awarded sales, volume growth,
earnings or general belief in the Company's expectations of future
operating results are "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of
1995.
The forward-looking statements are made on the
basis of management's assumptions and expectations. As a result,
there can be no guarantee or assurance that these assumptions and
expectations will in fact occur. The forward-looking statements are
subject to risks and uncertainties that may cause actual results to
materially differ from those contained in the statements.
Listed below are some of the factors that could
potentially cause actual results to differ materially from expected
future results. Other factors besides those listed here could also
materially affect the Company’s business.
- The Company’s ability to accomplish its strategic
objectives.
- The Company’s ability to obtain future sales.
- Changes in worldwide economic and political conditions,
including adverse effects from terrorism or related
hostilities.
- Costs related to legal and administrative matters.
- The Company’s ability to realize cost savings expected to
offset price concessions.
- The Company’s ability to successfully integrate acquired
businesses, including businesses located outside of the United
States.
- Risks associated with doing business internationally, including
economic, political and social instability, foreign currency
exposure and the lack of acceptance of its products.
- Inefficiencies related to production and product launches that
are greater than anticipated.
- Changes in technology and technological risks.
- Work stoppages and strikes at the Company’s facilities and that
of the Company’s customers or suppliers.
- The Company’s dependence on the automotive and heavy truck
industries, which are highly cyclical.
- The dependence of the automotive industry on consumer spending,
which is subject to the impact of domestic and international
economic conditions affecting car and light truck production.
- Regulations and policies regarding international trade.
- Financial and business downturns of the Company's customers or
vendors, including any production cutbacks or bankruptcies.
- Increases in the price of, or limitations on the availability
of, steel, aluminum or magnesium, the Company's primary raw
materials, or decreases in the price of scrap steel.
- The successful launch and consumer acceptance of new vehicles
for which the Company supplies parts.
- The impact on financial statements of any accounting errors or
irregularities.
- The occurrence of any event or condition that may be deemed a
material adverse effect under the Company's outstanding
indebtedness or a decrease in customer demand which could cause a
covenant default under the Company's outstanding indebtedness.
- Pension plan funding requirements.
See "Part I, Item 1A. Risk Factors" in the
Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 2016 and the prospectus and preliminary prospectus
supplement for the offering described in this Press Release for a
more complete discussion of these risks and uncertainties. Any or
all of these risks and uncertainties could cause actual results to
differ materially from those reflected in the forward-looking
statements. These forward-looking statements reflect management's
analysis only as of the date of this Press Release.
The Company undertakes no obligation to publicly
revise these forward-looking statements to reflect events or
circumstances that arise after the date of filing this Press
Release. In addition to the disclosures contained herein, readers
should carefully review risks and uncertainties contained in other
documents the Company files from time to time with the Securities
and Exchange Commission.
Investor Contact
For inquiries, please contact Thomas Dugan, Vice
President Finance and Treasurer at: 1-330-558-2600 or at
investor@shiloh.com.
Shiloh Industries (NASDAQ:SHLO)
Historical Stock Chart
From Apr 2024 to May 2024
Shiloh Industries (NASDAQ:SHLO)
Historical Stock Chart
From May 2023 to May 2024