Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously disclosed, on December 5, 2021, GCP Applied Technologies Inc., a
Delaware corporation ("GCP" or the "Company"), entered into an Agreement and
Plan of Merger (the "Merger Agreement") with Cyclades Parent, Inc., a Delaware
corporation ("Parent"), Cyclades Merger Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of Parent ("Merger Sub") and, solely for the purposes of
Section 8.13 thereof, Compaignie de Saint-Gobain S.A., a société anonyme
organized under the laws of France ("Guarantor"). Pursuant to the terms of the
Merger Agreement, Merger Sub will merge with and into GCP (the "Merger"), with
GCP continuing as the surviving corporation of the Merger and as a wholly-owned
subsidiary of Parent.
On January 24, 2022, the Compensation Committee of the Company's Board of
Directors approved the grant of retention bonuses (each a "Retention Bonus") to
certain employees of the Company, including the Executives (as defined below),
to be made pursuant to retention incentive agreements (the "Retention
Agreements"). On January 24, 2022, the Company entered into Retention Agreements
with Simon Bates (Chief Executive Officer of the Company) and Craig Merrill
(Chief Financial Officer of the Company) (each an "Executive," and together, the
"Executives"). The Retention Agreements are designed to retain key talent,
including the Executives, during the period between the signing of the Merger
Agreement and the consummation of the Merger.
Pursuant to the Retention Agreements, (i) 50% of an Executive's Retention Bonus
will be payable within 60 days following the consummation of the Merger (the
"Closing Date"), provided that the Executive remains continuously actively
employed by the Company through the Closing Date; (ii) 50% of an Executive's
Retention Bonus will be payable within 60 days following the date that is 90
days following the Closing Date, provided that the Executive remains
continuously actively employed by the Company through such date; and (iii) if an
Executive's employment is terminated without "cause" by the Company or due to a
resignation for "good reason" by an Executive, in each case, prior to the
payment of any unpaid portion of the Retention Bonus, subject to such
Executive's executing a release of claims, such Executive will be entitled to
payment of any unpaid portion of such Retention Bonus amount. The amount of
Retention Bonus for Simon Bates is $825,000, and for Craig Merrill is $600,000.
In the event the Closing Date does not occur prior to December 5, 2022 (which
date may be extended through March 5, 2023 by the Company in its discretion),
the Retention Agreements will terminate and no Retention Bonuses will be due to
employees, including the Executives.
The foregoing description of the letter agreements does not purport to be
complete and is qualified in its entirety by reference to the text of each of
the agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this
Current Report on Form 8-K and incorporated by reference herein.
* * *
Additional Information About the Acquisition and Where to Find It
This communication is being made in respect of the proposed transaction
involving GCP, Parent, Merger Sub and Guarantor. A special meeting of the
stockholders of GCP will be announced as promptly as practicable to seek
stockholder approval in connection with the proposed Merger. GCP has filed with
the SEC a preliminary proxy statement and other relevant documents in connection
with the proposed Merger, and expects to file with the SEC a definitive proxy
statement. The definitive proxy statement will be sent or given to the
stockholders of GCP and will contain important information about the proposed
transaction and related matters. INVESTORS AND STOCKHOLDERS OF GCP ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT GCP, PARENT, MERGER SUB, GUARANTOR AND THE MERGER. Investors
may obtain a free copy of these materials (when they are available) and other
documents filed by GCP with the SEC at the SEC's website at www.sec.gov, at
GCP's website at www.gcpat.com or by sending a written request to GCP Applied
Technologies Inc., Attn: GCP Shareholder Services, 2325 Lakeview Parkway,
Alpharetta Georgia, 30009.
Participants in the Solicitation
GCP and its directors, executive officers and certain other members of
management and employees may be deemed to be participants in soliciting proxies
from its stockholders in connection with the Merger. Information regarding the
persons who may, under the rules of the SEC, be considered to be participants in
the solicitation of GCP's stockholders in connection with the Merger will be set
forth in GCP's definitive proxy statement for its special stockholder meeting.
Additional information regarding these individuals and any direct or indirect
interests they may have in the Merger will be set forth in the definitive proxy
statement when it is filed with the SEC in connection with the Merger. You can
find information about GCP's executive officers and directors in the definitive
proxy statement on Schedule 14A filed by GCP in connection with its 2021 Annual
Meeting of Stockholders (the "Annual Meeting Proxy Statement"), which was filed
with the SEC on March 26, 2021. To the extent that holdings of GCP's securities
have changed since the amounts set forth in the Annual Meeting Proxy Statement,
such changes have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC.
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Forward Looking Statements
This announcement contains "forward-looking statements," within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the context of the statement and
generally arise when GCP or its management is discussing its beliefs, estimates
or expectations. Such statements generally include the words "believes,"
"plans," "intends," "targets," "will," "expects," "estimates," "suggests,"
"anticipates," "outlook," "continues," or similar expressions. These statements
are not historical facts or guarantees of future performance but instead
represent only the beliefs of GCP and its management at the time the statements
were made regarding future events which are subject to certain risks,
uncertainties and other factors, many of which are outside GCP's control. Actual
results and outcomes may differ materially from what is contained in such
forward-looking statements as a result of various factors, including, without
limitation: (1) the inability to consummate the Merger within the anticipated
time period, or at all, due to any reason, including the failure to obtain
stockholder approval to adopt the Merger Agreement, the failure to obtain
required regulatory approvals or the failure to satisfy the other conditions to
the consummation of the Merger; (2) the risk that the Merger Agreement may be
terminated in circumstances requiring GCP to pay a termination fee of
$71 million; (3) the risk that the Merger disrupts GCP's current plans and
operations or diverts management's attention from its ongoing business; (4) the
effect of the announcement of the Merger on the ability of GCP to retain and
hire key personnel and maintain relationships with its customers, suppliers and
others with whom it does business; (5) the effect of the announcement of the
Merger on GCP's operating results and business generally; (6) the amount of
costs, fees and expenses related to the Merger; (7) the risk that GCP's stock
price may decline significantly if the Merger is not consummated; (8) the
nature, cost and outcome of any litigation and other legal proceedings,
including any such proceedings related to the Merger and instituted against GCP
and others; (9) other factors that could affect GCP's business such as, without
limitation, cyclical and seasonal nature of the industries that GCP serves;
foreign operations, especially in emerging regions; changes in currency exchange
rates; business disruptions due to public health or safety emergencies, such as
the novel strain of coronavirus ("COVID-19") pandemic; the cost and availability
of raw materials and energy; the effectiveness of GCP's research and
development, new product introductions and growth investments; acquisitions and
divestitures of assets and gains and losses from dispositions; developments
affecting GCP's outstanding liquidity and indebtedness, including debt covenants
and interest rate exposure; developments affecting GCP's funded and unfunded
pension obligations; warranty and product liability claims; legal proceedings;
the inability to establish or maintain certain business relationships and
relationships with customers and suppliers or the inability to retain key
personnel; the handling of hazardous materials and the costs of compliance with
environmental regulations; extreme weather events and natural disasters; and
(10) other risks to consummation of the proposed Merger, including the risk that
the proposed Merger will not be consummated within the expected time period or
at all.
If the proposed transaction is consummated, GCP's stockholders will cease to
have any equity interest in GCP and will have no right to participate in its
earnings and future growth. These and other factors are identified and described
in more detail in GCP's Annual Report on Form 10-K for the year ended
December 31, 2020 as well as GCP's subsequent filings and quarterly reports and
is available online at www.sec.gov. Readers are cautioned not to place undue
reliance on GCP's projections and other forward-looking statements, which speak
only as of the date thereof. Except as required by applicable law, GCP
undertakes no obligation to update any forward-looking statement, or to make any
other forward-looking statements, whether as a result of new information, future
events or otherwise.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
10.1 Retention Incentive Agreement between GCP Applied Technologies Inc.
and Simon Bates, effective as of January 24, 2022.
10.2 Retention Incentive Agreement between GCP Applied Technologies Inc.
and Craig Merrill, effective as of January 24, 2022.
104 The cover page from this Current Report on Form 8-K, formatted as
Inline XBRL.
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