Item 8.01 Other Events.
As previously disclosed in the proxy statement dated July 23, 2021, both Ferro
Corporation ("Ferro") and an affiliate of PMHC II Inc. ("Prince") filed
notification and report forms with the Department of Justice and the Federal
Trade Commission pursuant to the Hart-Scott-Rodino Antitrust Improvement Act of
1976 (the "HSR Act") on May 26, 2021 resulting in an initial waiting period
ending on June 28, 2021. Ferro and Prince voluntarily withdrew the premerger
notification and report form on June 25, 2021 and then refiled on June 29, 2021.
Accordingly, the waiting period under the HSR Act with respect to the proposed
merger between Ferro and Prince was scheduled to expire on July 29, 2021.
On July 29, 2021, Ferro and Prince each received a request for additional
information and documentary materials (collectively, the "Second Request") from
the FTC in connection with its review of the merger. The Second Request extends
the waiting period imposed by the HSR Act until 30 days after the parties have
substantially complied with the Second Request unless that period is extended
voluntarily by the parties or terminated sooner by the FTC. The parties have
been working cooperatively with the FTC.
Completion of the merger remains subject to Ferro shareholder approval and the
satisfaction or waiver of the other closing conditions specified in the merger
agreement, and is currently expected to occur in the first quarter of 2022. As
previously announced, Ferro has scheduled a special meeting of its shareholders,
to be held on September 9, 2021, to consider and vote on the merger.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. We intend for
these forward-looking statements to be covered by the safe harbor provisions of
the federal securities laws relating to forward-looking statements. These
forward-looking statements include statements relating to the expected timing,
completion and effects of the proposed merger, as well as other statements
representing management's beliefs about, future events, transactions,
strategies, operations and financial results, including, without limitation, our
expectations with respect to the costs and other anticipated financial impacts
of the merger; future financial and operating results of Ferro; Ferro's plans,
objectives, expectations and intentions with respect to future operations and
services; required approvals to complete the merger by our shareholders and by
governmental regulatory authorities, and the timing and conditions for such
approvals; the stock price of Ferro prior to the consummation of the
transactions; and the satisfaction of the closing conditions to the proposed
merger. Such forward-looking statements often contain words such as "assume,"
"will," "anticipate," "believe," "predict," "project," "potential,"
"contemplate," "plan," "forecast," "estimate," "expect," "intend," "is
targeting," "may," "should," "would," "could," "goal," "seek," "hope," "aim,"
"continue" and other similar words or expressions or the negative thereof or
other variations thereon. Forward-looking statements are made based upon
management's current expectations and beliefs and are not guarantees of future
performance. Such forward-looking statements involve numerous assumptions, risks
and uncertainties that may cause actual results to differ materially from those
expressed or implied in any such statements. Our actual business, financial
condition or results of operations may differ materially from those suggested by
forward-looking statements as a result of risks and uncertainties which include,
among others, those risks and uncertainties described in any of our filings with
the Securities and Exchange Commission (the "SEC"). Certain other factors which
may impact our business, financial condition or results of operations or which
may cause actual results to differ from such forward-looking statements are
discussed or included in our periodic reports filed with the SEC and are
available on our website at www.ferro.com under "Investors." You are urged to
carefully consider all such factors. Although it is believed that the
expectations reflected in such forward-looking statements are reasonable and are
expressed in good faith, such expectations may not prove to be correct and
persons reading this Current Report on Form 8-K are therefore cautioned not to
place undue reliance on these forward-looking statements which speak only to
expectations as of the date of this Current Report on Form 8-K. We do not
undertake or plan to update or revise forward-looking statements to reflect
actual results, changes in plans, assumptions, estimates or projections, or
other circumstances occurring after the date of this Current Report on Form 8-K,
even if such results, changes or circumstances make it clear that any
forward-looking information will not be realized. If we make any future public
statements or disclosures which modify or impact any of the forward-looking
statements contained in or accompanying this Current Report on Form 8-K, such
statements or disclosures will be deemed to modify or supersede such statements
in this Current Report on Form 8-K.
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Additional Information and Where to Find It
This Current Report on Form 8-K does not constitute an offer to buy or sell or
the solicitation of an offer to buy or sell any securities or a solicitation of
any vote or approval. This Current Report on Form 8-K relates to a proposed
acquisition of Ferro by Prince. In connection with this proposed acquisition,
Ferro has filed one or more proxy statements or other documents with the SEC.
This Current Report on Form 8-K is not a substitute for any proxy statement or
other document Ferro has filed with the SEC in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF FERRO ARE URGED TO READ THE PROXY
STATEMENT AND OTHER DOCUMENTS THAT HAVE BEEN FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The definitive proxy
statement has been mailed to shareholders of Ferro. Investors and security
holders are able to obtain free copies of these documents and other documents
filed with the SEC by Ferro through the website maintained by the SEC at
https://www.sec.gov. Copies of the documents filed with the SEC by Ferro are
available free of charge on Ferro's internet website at www.ferro.com or upon
written request to: Director of Investor Relations and Corporate Communications,
Ferro Corporation, 6060 Parkland Boulevard, Mayfield Heights, Ohio 44144 or by
telephone at (216) 875-5451.
Participants in Solicitation
Ferro, its directors and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the proposed
transaction. Information regarding the persons who may, under the rules of the
SEC, be deemed participants in such solicitation in connection with the proposed
merger is set forth in the proxy statement filed with the SEC on July 23, 2021.
Information about the directors and executive officers of Ferro is set forth in
its Annual Report on Form 10-K for the fiscal year ended December 31, 2020,
which was filed with the SEC on March 1, 2021, its proxy statement for its 2021
annual meeting of shareholders, which was filed with the SEC on March 25, 2021,
its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021,
which was filed with the SEC on May 10, 2021, and its Current Reports on Form
8-K, which were filed with the SEC on May 11, 2021, May 11, 2021, and July 9,
2021.
These documents can be obtained free of charge from the sources indicated above.
Additional information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests, by security holdings or
otherwise, is contained in the definitive proxy statement and other relevant
materials filed with the SEC.
Ferro Corporation
6060 Parkland Boulevard
Mayfield Heights, Ohio 44144
Tel. (216) 875-5600
www.ferro.com
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