Haynes International, Inc. (NASDAQ GM:HAYN) (“Haynes” or the
“Company”) a leading developer, manufacturer and marketer of
technologically advanced high-performance alloys, today announced
it has entered into a definitive agreement to be acquired by North
American Stainless, a wholly owned subsidiary of Acerinox, in an
all-cash transaction valuing the Company at an enterprise value of
approximately $970 million and representing a multiple of 12.3x
fiscal 2023 EBITDA.
Under the terms of the agreement, North American
Stainless will acquire all the outstanding shares of Haynes for
$61.00 per share in cash, which represents a premium of
approximately 22% to Haynes' six-month volume-weighted average
share price for the period ending February 2, 2024. As part of this
transaction, Acerinox has committed to investing an additional $200
million into its U.S. operations, including $170 million into
Haynes’ operations.
Headquartered in Madrid, Spain, Acerinox is a
global leader in manufacturing stainless-steel and high-performance
alloys and its subsidiary, North American Stainless, is the largest
fully integrated stainless-steel company in the U.S.
Key Benefits
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Delivers Significant Value to Haynes Stockholders:
Haynes stockholders will receive $61.00 per share in cash, which
represents a premium of approximately 22% to Haynes' six-month
volume-weighted average share price for the period ending February
2, 2024.
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Ensures the Long-Term Success of Haynes: This
transaction validates the strength of the Haynes business and best
positions the Company to achieve its growth targets while providing
access to Acerinox’s healthy balance sheet, deep expertise and
valuable relationships.
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Additional Investment Facilitates Continued Growth and
Innovation: The $170 million investment in Haynes’
operations will support the continued growth of the Company’s
business in both flat and round products for a global market.
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Improves Ability to Meet Customer Demand: This
investment will best position Haynes to continue to innovate,
increase manufacturing capacity and offer more highly
differentiated products, applications and services, with faster
lead-times to meet the dynamic needs of its customers.
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Builds on Rich Heritage: The transaction combines
Haynes’ strong foundation and leadership position in
high-performance alloys established over the past 112 years with
the largest fully integrated stainless-steel company in the
U.S.
“We are excited to announce this combination and
are confident that this is the right step to ensure the long-term
success of Haynes, while maximizing value for our stockholders,”
said Michael L. Shor, President and Chief Executive Officer of
Haynes. “By joining with Acerinox, we will be able to continue to
grow and enhance our operations, especially with the additional
$200 million investment into the combined company’s U.S.
operations, including $170 million into our operations with the
vast majority invested in Kokomo, Indiana. We look forward to our
people and our local communities realizing the benefits of this
transaction.”
“This transaction provides a highly attractive
value for our Company and our stockholders, and is a direct result
of Haynes’ continued innovation and business accomplishments under
the leadership of Michael Shor, his team and our dedicated
workforce,” said Robert H. Getz, Chairman of the Board of Haynes.
“Acerinox is a great partner for the future of Haynes with access
to additional capital, resources and expertise to continue to build
on our existing momentum.”
The transaction, which has been unanimously
approved by the board of directors of both companies, is expected
to close in the third calendar quarter of 2024, subject to
satisfaction of customary closing conditions, including receipt of
regulatory approval and approval by Haynes stockholders. Upon
completion of the transaction, Haynes shares will cease trading on
the Nasdaq stock exchange.
Advisors
Jefferies LLC is serving as exclusive financial
advisor to Haynes and Kirkland & Ellis LLP is serving as legal
counsel to Haynes.
About Haynes International
Haynes International, Inc. is a leading
developer, manufacturer and marketer of technologically advanced,
nickel- and cobalt-based high-performance alloys, primarily for use
in the aerospace, industrial gas turbine and chemical processing
industries.
Investor Contact
Daniel MaudlinHaynes International, Inc.Vice
President of Finance and Chief Financial Officer765-456-6102
Media Contact
Susan PerryHaynes International, Inc.Vice
President of Human Resources765-434-7654
Cautionary Statement Regarding
Forward-Looking Statements
This communication contains statements that
constitute “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, each as amended. All statements other than
statements of historical fact, including statements regarding
market and industry prospects and future results of operations or
financial position, made in this communication are forward-looking.
In many cases, you can identify forward-looking statements by
terminology, such as “may”, “should”, “expects”, “intends”,
“plans”, “anticipates”, “believes”, “estimates”, “predicts”,
“potential” or “continue” or the negative of such terms and other
comparable terminology. Statements in this communication that are
forward looking may include, but are not limited to, statements
regarding the benefits of the proposed acquisition of Haynes
International, Inc. (“Haynes”) by North American Stainless, Inc.
(“Parent”) and the associated integration plans, expected synergies
and capital expenditure commitments, anticipated future operating
performance and results of Haynes, the expected management and
governance of Haynes following the acquisition and expected timing
of the closing of the proposed acquisition and other transactions
contemplated by the merger agreement governing the proposed
acquisition (the “Merger Agreement”).
There may also be other statements of
expectations, beliefs, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that
are not historical facts. Readers are cautioned that any such
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties, many of which are difficult to
predict and are generally outside Haynes’ control, that could cause
actual performance or results to differ materially from those
expressed in, or implied or projected by, the forward-looking
statements. Such risks and uncertainties include, but are not
limited to: the occurrence of any event, change or other
circumstance that could give rise to the right of Haynes or Parent
or both of them to terminate the Merger Agreement, including
circumstances requiring a party to pay the other party a
termination fee pursuant to the Merger Agreement; the failure to
obtain applicable regulatory or Haynes stockholder approval in a
timely manner or otherwise; the risk that the acquisition may not
close in the anticipated timeframe or at all due to one or more of
the other closing conditions to the transaction not being satisfied
or waived; the risk that there may be unexpected costs, charges or
expenses resulting from the proposed acquisition; risks related to
the ability of Haynes and Parent to successfully integrate the
businesses and achieve the expected synergies and operating
efficiencies within the expected timeframes or at all and the
possibility that such integration may be more difficult, time
consuming or costly than expected; risks that the proposed
transaction disrupts Haynes’ or Parent’s current plans and
operations; the risk that certain restrictions during the pendency
of the proposed transaction may impact Haynes’ or Parent’s ability
to pursue certain business opportunities or strategic transactions;
risks related to disruption of each company’s management’s time and
attention from ongoing business operations due to the proposed
transaction; continued availability of capital and financing and
rating agency actions; the risk that any announcements relating to
the proposed transaction could have adverse effects on the market
price of Haynes’ and/or Parent’s common stock, credit ratings or
operating results; the risk that the proposed transaction and its
announcement could have an adverse effect on the ability of Haynes
and Parent to retain and hire key personnel, to retain customers
and to maintain relationships with each of their respective
business partners, suppliers and customers and on their respective
operating results and businesses generally; the risk of litigation
that could be instituted against the parties to the Merger
Agreement or their respective directors, managers or officers
and/or regulatory actions related to the proposed acquisition,
including the effects of any outcomes related thereto; risks
related to unpredictable and severe or catastrophic events,
including but not limited to acts of terrorism, war or hostilities,
cyber attacks, or the impact of the COVID-19 pandemic or any other
pandemic, epidemic or outbreak of an infectious disease in the
United States or worldwide on Haynes’ or Parent’s business,
financial condition and results of operations, as well as the
response thereto by each company’s management; and other business
effects, including the effects of industry, market, economic,
political or regulatory conditions.
Also, Haynes’ actual results may differ
materially from those contemplated by the forward-looking
statements for a number of additional reasons as described in
Haynes’ filings with the Securities and Exchange Commission (the
“SEC”), including those set forth in the Risk Factors section and
under any “Forward-Looking Statements” or similar heading in
Haynes’ most recently filed Annual Report on Form 10-K filed
November 16, 2023 and Haynes’ Current Reports on Form 8-K.
Haynes has based these forward-looking
statements on its current expectations and projections about future
events. Although Haynes believes that the assumptions on which the
forward-looking statements contained herein are based are
reasonable, any of those assumptions could prove to be inaccurate.
As a result, the forward-looking statements based upon those
assumptions also could be incorrect. Except to the extent required
by law, Haynes undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional Information and Where to Find
It
This communication is being made in respect to
the proposed transaction involving Haynes and Parent. A meeting of
the stockholders of Haynes will be announced as promptly as
practicable to seek Haynes stockholder approval in connection with
the proposed transaction. Haynes intends to file relevant materials
with the SEC, including that Haynes will file a preliminary and
definitive proxy statement relating to the proposed transaction.
The definitive proxy statement will be mailed to Haynes’
stockholders. This communication is not a substitute for the proxy
statement or any other document that may be filed by Haynes with
the SEC.
BEFORE MAKING ANY DECISION, HAYNES STOCKHOLDERS
ARE URGED TO CAREFULLY READ THE PRELIMINARY AND DEFINITIVE PROXY
STATEMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND
ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY
REFERENCE INTO THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Any vote in respect of resolutions to be
proposed at Haynes’ stockholder meeting to approve the proposed
transaction or other responses in relation to the proposed
transaction should be made only on the basis of the information
contained in Haynes’ proxy statement. You will be able to obtain a
free copy of the proxy statement and other related documents (when
available) filed by Haynes with the SEC at the website maintained
by the SEC at www.sec.gov or by accessing the Investors section of
Haynes’ website at https://www.haynesintl.com.
No Offer or Solicitation
This communication is for information purposes
only and is not intended to and does not constitute, or form part
of, an offer, invitation or the solicitation of an offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the proposed
transaction or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants in the
Solicitation
Haynes and its directors and executive officers
may be deemed to be “participants” (as defined under Section 14(a)
of the Securities Exchange Act of 1934) in the solicitation of
proxies from Haynes’ stockholders in connection with the proposed
transaction. Information regarding Haynes’ (i) directors is set
forth in the section entitled “Business Experience of Nominated
Directors” starting on page 10 of Haynes’ Definitive Proxy
Statement on Schedule 14A filed with the SEC on January 9, 2024 and
the Annual Report on Form ARS filed with the SEC on January 9, 2024
(and available here and here), and (ii) executive officers is set
forth in the section entitled “Information about our Executive
Officers” on page 19 of Haynes’ Annual Report on Form 10-K filed
with the SEC on November 16, 2023 (and available here). Information
about the compensation of Haynes’ non-employee directors is set
forth in the section entitled “Director Compensation Program”
starting on page 18 of Haynes’ Definitive Proxy Statement on
Schedule 14A filed with the SEC on January 9, 2024 and the Annual
Report on Form ARS filed with the SEC on January 9, 2024 (and
available here and here). Information about the compensation of
Haynes’ named executive officers is set forth in the section
entitled “Executive Compensation” starting on page 25 of Haynes’
Definitive Proxy Statement on Schedule 14A filed with the SEC on
January 9, 2024 and the Annual Report on Form ARS filed with the
SEC on January 9, 2024 (and available here and here). Transactions
with related persons (as defined in Item 404 of Regulation S-K
promulgated under the Securities Act of 1933) are disclosed in the
section entitled “Conflict of Interest and Related Person
Transactions” starting on page 16 of Haynes’ Definitive Proxy
Statement on Schedule 14A filed with the SEC on January 9, 2024 and
the Annual Report on Form ARS filed with the SEC on January 9, 2024
(and available here and here). As of February 5, 2024, each of the
“participants”, other than Michael Shor, “beneficially owned”
(within the meaning of Rule 13d-3 under the Securities Exchange Act
of 1934) less than 1% of Haynes common stock. As of February 5,
2024, Mr. Shor beneficially owned 2.2% of Haynes common stock.
Additional information regarding the participants in the proxy
solicitation and a description of their direct or indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials filed with the SEC
when they become available.
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Contact: |
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Daniel Maudlin |
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Vice President of Finance and Chief Financial Officer |
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Haynes International, Inc. |
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765-456-6102 |
Haynes (NASDAQ:HAYN)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Haynes (NASDAQ:HAYN)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024