Quanex Building Products Corporation (NYSE:NX) entered into a scheme of arrangement to acquire Tyman plc for £790 million.
The Tyman Directors, who have been so advised by Greenhill as to the financial terms of the Transaction, consider the terms of the Main Offer and Capped All-Share Alternative to be fair and reasonable. Accordingly, the Tyman Directors intend to recommend unanimously that Tyman Shareholders vote or procure votes to approve the Scheme. Transaction is subject to the receipt or waiver of any applicable antitrust approvals or clearances in the United States and the United Kingdom, approval of Tyman Shareholders at the Court Meeting and the General Meeting, the issuance of the New Quanex Shares in connection with the Transaction having been approved by Quanex Stockholders at the Quanex Stockholder Meeting, confirmation having been received by Quanex that the New Quanex Shares have been approved for listing, subject to official notice of issuance, on the NYSE, and the sanction of the Scheme by the Court.
UBS AG, London Branch acted as a financial advisor, Travers Smith LLP and Foley & Lardner LLP acted as legal advisors to Quanex Building Products. Numis Securities Limited and Greenhill & Co. International LLP acted as financial advisors, Latham & Watkins (London) LLP acted as a legal advisor to Tyman plc. The Transaction is expected to be significantly earnings enhancing after the first full financial year following completion of the Transaction taking into account full cost synergies.