Ampco-Pittsburgh Corporation (NYSE: AP) (the “Corporation” or
“Ampco-Pittsburgh”) announced today it is confirming the below
calendar for its proposed rights offering (“rights offering”).
Ampco-Pittsburgh is planning to commence the rights offering to
raise up to $20 million of capital to accelerate its restructuring
efforts, improve its overall liquidity, reduce its indebtedness,
and for other general corporate purposes.
The rights offering will be made through a dividend in the form
of non-transferable subscription rights to purchase one unit,
consisting of shares of common stock (the “Common Shares”) and
warrants to purchase Common Shares, per each share of common stock
owned on the record date at an exercise price to be determined. The
dividend of the subscription rights must be settled within two
business days of the transaction date. So, to be considered a
shareholder of record, you must own the stock in your brokerage
account as of 4:00 PM ET on Thursday, August 13, 2020, which is two
trading days before the record date of Monday, August 17, 2020.
The proposed rights offering will also include an
over-subscription privilege, which will entitle 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 the availability and
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, on a
pro-rata basis. The Corporation may extend the offering up to an
additional 45 days, at its sole discretion, in which case the
offering would continue with subscriptions on a first-in,
first-served basis, calculated daily, with the potential for
pro-rata allocation of shares among participants subscribing on the
last day the offering remains open.
In addition, the Corporation recommends that current
shareholders consider notifying their broker or financial advisor
about the upcoming rights offering to ensure they will maximize
their ability to participate in the rights offering.
The calendar for the rights offering is as follows:
Thursday, August 13, 2020
Ownership Day – Shares must be
acquired by market close of 4:00 PM ET to be considered a
shareholder of record on the Record Date
Friday, August 14, 2020
Ex-Rights Day - AP shares trade
without the rights attached
Monday, August 17, 2020
Record Date
Tuesday, August 18, 2020
Subscription Period Begins
Wednesday, September 16, 2020
Subscription Period Ends – 5:00 PM
ET unless extended at the Corporation’s sole discretion
The Corporation previously filed a registration statement on
Form S-1 with the Securities and Exchange Commission (the “SEC”)
relating to the rights offering. The registration statement has not
yet become effective. The number of Common Shares included in a
unit, the number of Common Shares exercisable pursuant to a warrant
included in a unit, and the warrant exercise price have not yet
been determined. The distribution of rights and the commencement of
the rights offering will occur promptly following the effectiveness
of the registration statement. The Corporation reserves the right
to terminate the proposed rights offering at any time prior to the
expiration date for any reason.
Ampco-Pittsburgh has engaged Advisory Group Equity Services,
Ltd. d/b/a RHK Capital to act as dealer-manager for the rights
offering.
Questions about the rights offering may be directed to and, when
available, copies of the prospectus may be obtained from 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
RHK Capital invites any broker-dealers interested in
participating in the rights offering to contact
info@rhk.capital
A registration statement relating to these securities has been
filed with the SEC but has not yet become effective. The securities
may not be sold nor offers to buy be accepted prior to the time the
registration statement becomes effective. 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. The rights offering, which
is expected to be launched immediately following the effectiveness
of the registration statement, will be made only by means of a
prospectus.
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 we expect or anticipate will occur
in the future, statements about sales levels, restructuring, 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 Form 10-K for the year ended December 31, 2019,
and Part II of the Corporation’s Form 10-Q for the quarter ended
March 31, 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, we assume no obligation, and disclaim any
obligation, to update forward-looking statements whether as a
result of new information, events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20200803005776/en/
Michael G. McAuley Senior Vice President, Chief Financial
Officer and Treasurer (412) 429-2472 mmcauley@ampcopgh.com
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