ASHLAND INC. Item 1.01. Entry into a Material Definitive Agreement.
On
In the Agreement, Seller and Buyer have made customary representations and warranties and have agreed to customary covenants relating to the sale. Specifically, (i) before the closing, Seller will be subject to certain business conduct restrictions with respect to the Business and (ii) for three years following the closing, neither Seller nor any of its controlled affiliates will directly or indirectly engage in any business activity that competes with the Business, subject to certain exceptions as described in the Agreement.
Seller and Buyer have agreed to indemnify each other for losses arising from certain breaches of the Agreement and for certain other liabilities. Seller and Buyer have agreed to enter into related transaction agreements at the closing, including a transition services agreement and a supply agreement whereby Buyer will supply an Ashland subsidiary with maleic anhydride.
The sale is subject to certain customary closing conditions, including the expiration or termination of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Subject to certain exceptions, the Agreement provides that the closing will occur on a date that is the last business day of the month after the satisfaction of the closing conditions. There is no financing condition to the obligations of Buyer to consummate the transaction. The Agreement also contains certain termination rights.
The above description of the Agreement and the sale of the Business does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which is filed as Exhibit 2.1 hereto and incorporated by reference.
The Agreement has been included to provide security holders with information regarding its terms. It is not intended to provide any other factual information about Ashland, Seller or Buyer. The Agreement contains representations and warranties that Seller, on one hand, and Buyer, on the other hand, made to and solely for the benefit of each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between the parties to the Agreement and may be subject to important qualifications and limitations agreed by the parties in connection with negotiating the terms of the contract or contained in confidential disclosure schedules. These disclosure schedules modify, qualify or create exceptions to the representations and warranties set forth in the Agreement. Some of those representations and warranties (i) may not be accurate or complete as of any specified date and are modified, qualified and created in important part by the underlying disclosure schedules, (ii) may be subject to a contractual standard of materiality different from those generally applicable to security holders or (iii) may have been used for the purpose of allocating risk between the parties to the Agreement rather than establishing matters as facts. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information. Security holders are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of Ashland, Seller or Buyer. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in Ashland's public disclosures.
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Forward-Looking Statements
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. Ashland has identified some of
these forward-looking statements with words such as "anticipates," "believes,"
"expects," "estimates," "is likely," "predicts," "projects," "forecasts,"
"objectives," "may," "will," "should," "plans" and "intends" and the negative of
these words or other comparable terminology. Ashland may from time to time make
forward-looking statements in its annual reports, quarterly reports and other
filings with the
Ashland's expectations and assumptions include, without limitation, internal
forecasts and analyses of current and future market conditions and trends,
management plans and strategies, operating efficiencies and economic conditions
(such as prices, supply and demand, cost of raw materials, and the ability to
recover raw-material cost increases through price increases), and risks and
uncertainties associated with the following: the expected divestiture of
Ashland's maleic anhydride business and Neal,
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1 Asset Purchase Agreement dated July 25, 2020 , by and between Ashland
LLC and AOC Materials LLC (pursuant to Item 601(b)(2) of
Regulation S-K, exhibits, schedules and certain annexes to the Asset
Purchase Agreement have been omitted; exhibits, schedules and annexes
will be supplementally provided to the SEC upon request).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document).
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