First Brands Group and Horizon Global Corporation Announce Expiration of Tender Offer
07 2월 2023 - 10:00PM
Business Wire
First Brands Group, LLC (“First Brands”) and Horizon Global
Corporation (“Horizon Global”) today announced that First Brands’
tender offer to purchase (a) any and all issued and outstanding
shares of common stock of Horizon Global (NYSE: HZN) at a price of
$1.75 per share (the “Common Stock Offer Price”), and (b) any and
all issued and outstanding shares of Series B preferred stock of
Horizon Global at a price equal to the Redemption Price (pursuant
to the Certificate of Designations, Preferences and Rights of
Series B Preferred Stock of Horizon Global Corporation) per share
of Series B preferred stock calculated as of the closing date of
the acquisition of Horizon Global (the “Preferred Stock Offer
Price”) (the Common Stock Offer Price and the Preferred Stock Offer
Price are referred to herein as the “Offer Price”) subject to any
required withholding of taxes, net to the seller in cash without
interest, expired one minute after 11:59 p.m. Eastern Time on
Monday, February 6, 2023.
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First Brands and Horizon Global expect the transaction to close
on February 8, 2023, promptly following the acceptance of all
shares of preferred stock and common stock validly tendered and not
validly withdrawn in the tender offer.
Additional Transaction
Details
The depository agent for the tender offer has advised that, as
of the expiration of the tender offer, 100% of the shares of
Horizon Global’s preferred stock were validly tendered and not
withdrawn, and a total of 25,727,921 shares of Horizon Global’s
common stock were validly tendered and not withdrawn. Such shares
of Horizon Global’s common stock represent approximately 92.77% of
the shares of common stock issued and outstanding as of the
expiration of the offer, which satisfied the minimum tender
condition.
Forward Looking
Statements
This release may contain “forward-looking statements” as defined
in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements speak only as of the date they are made
and give our current expectations or forecasts of future events.
These forward-looking statements can be identified by the use of
forward-looking words, such as “may,” “could,” “should,”
“estimate,” “project,” “forecast,” “intend,” “expect,”
“anticipate,” “believe,” “target,” “plan” or other comparable
words, or by discussions of strategy that may involve risks and
uncertainties.
These forward-looking statements are subject to numerous
assumptions, risks and uncertainties which could materially affect
our business, financial condition or future results including, but
not limited to, risks and uncertainties with respect to: statements
about the expected timetable for completing the transaction; First
Brands’ and Horizon Global’s beliefs and expectations and
statements about the benefits sought to be achieved in the proposed
acquisition of Horizon Global, the potential effects of the
acquisition on both First Brands and Horizon Global; the impact of
the COVID-19 pandemic on Horizon Global’s business, results of
operations, financial condition and liquidity, including, without
limitation, supply chain and logistics issues and inflationary
pressures; interest rate volatility; liabilities and restrictions
imposed by Horizon Global’s debt instruments, market demand;
competitive factors; supply constraints and shipping disruptions;
material, logistics and energy costs, including the increased
material costs resulting from the COVID-19 pandemic; inflation and
deflation rates; the impact the conflict between Russia and Ukraine
has on our business, financial condition or future results,
including the duration and scope of such conflict, its impact on
disruptions and inefficiencies in our supply chain and our ability
to procure certain raw materials, as well as on our energy supply
in Europe; technology factors; litigation; government and
regulatory actions including the impact of any tariffs, quotas, or
surcharges; Horizon Global’s accounting policies; future trends;
general economic and currency conditions, including recessionary
conditions and volatile interest rates; various conditions specific
to Horizon Global’s business and industry; the success of Horizon
Global’s action plan, including the actual amount of savings and
timing thereof; the success of Horizon Global’s business
improvement initiatives in Europe-Africa, including the amount of
savings and timing thereof; Horizon Global’s exposure to product
liability claims from customers and end users, and the costs
associated therewith; factors affecting Horizon Global’s business
that are outside of its control, including natural disasters and
severe weather conditions (including those caused by climate
change), global health pandemics, accidents and governmental
actions; and other risks that are discussed in Part I, Item 1A,
“Risk Factors” in Horizon Global’s Annual Report on Form 10-K for
the twelve months ended December 31, 2021 and Part II, Item 1A,
“Risk Factors” in Horizon Global’s subsequent Quarterly Reports on
Form 10-Q. The risks described in Horizon Global’s Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q are not the only risks
facing Horizon Global. Additional risks and uncertainties not
currently known to us or that we currently deemed to be immaterial
also may materially adversely affect our business, financial
position and results of operations or cash flows.
The cautionary statements set forth above should be considered
in connection with any subsequent written or oral forward-looking
statements that we or persons acting on our behalf may issue. We
caution readers not to place undue reliance on forward-looking
statements, which speak only as of the date of this release. New
risks and uncertainties arise from time to time, and it is
impossible for us to predict these events or how they may affect
Horizon Global. We do not undertake any obligation to review or
confirm analysts’ expectations or estimates or to release publicly
any revisions to any forward-looking statement to reflect events or
circumstances after the date of this release or to reflect the
occurrence of unanticipated events, except as otherwise required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230207005628/en/
Michael Baker, Chief Corporate Strategy Officer First Brands
Group, LLC (216) 302-2590 Michael.Baker@firstbrandsgroup.com
Matthew Meyer Horizon Global Corporation Chief Accounting Officer
(734) 656-3000 ir@horizonglobal.com
Horizon Global (NYSE:HZN)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Horizon Global (NYSE:HZN)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024