GCP APPLIED TECHNOLOGIES INC. Item 1.01. Entry into Material Definitive Agreement
Agreement and Plan of Merger
On
The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"). At the Effective Time (as defined in the Merger Agreement), and as a result of the Merger:
• Each share of common stock, par value $0.01 per share, of the Company
(the "Company Common Stock"), that is issued and outstanding
immediately prior to the Effective Time, other than shares to be
cancelled pursuant to Section 2.1(b) of the Merger Agreement and
Dissenting Shares (as defined in the Merger Agreement) shall be
automatically converted into the right to receive $32.00 in cash,
without interest (the "Merger Consideration");
• Each option to purchase shares of Company Common Stock (each, a
"Company Option"), whether vested or unvested, that is outstanding
shall automatically and without any required action on the part of the
holder thereof or the Company, be cancelled and be converted into the
right to receive (without interest) an amount in cash equal to the
product of (x) the total number of shares of Company Common Stock
underlying the Company Option multiplied by (y) the excess, if any, of
the Merger Consideration over the exercise price of such Company
Option; provided that any Company Option with respect to which the
exercise price subject thereto is equal to or greater than the Merger
Consideration shall be canceled for no consideration;
• Each outstanding award of Company restricted stock ("Company
Restricted Stock") and each outstanding award of Company restricted
stock units ("Company RSUs"), in each case, that is vested at the
Effective Time or is subject solely to service-based vesting
conditions shall become fully vested and shall, automatically and
without any required action on the part of the holder thereof or the
Company, be cancelled and be converted into the right to receive
(without interest) an amount in cash equal to (x) the total number of
shares of Company Common Stock underlying such award of Company
Restricted Stock or Company RSUs, as applicable, multiplied by (y) the
Merger Consideration;
• Each outstanding award of Company performance based stock units
("Company PBUs") that is subject to performance-based vesting
conditions shall become vested as to the greater of the number of
shares of Company Common Stock subject to such Company PBUs that would
vest based on (1) the target level of achievement or (2) the Company's
actual level of achievement of the performance goals set forth in the
applicable award agreement as of the Effective Time, as determined by
the Board or its Compensation Committee prior to the closing, and
shall, after giving effect to such vesting, automatically and without
any required action on the part of the holder thereof or the Company,
be cancelled and be converted into the right to receive (without
interest) an amount in cash equal to (x) the number of vested shares
of Company Common Stock underlying such Company PBUs, multiplied by
(y) the Merger Consideration. Any outstanding Company PBUs (or portion
thereof) that are not vested as of immediately prior to the Effective
Time shall be canceled for no consideration; and
• All Rights (as defined below), together with the associated Series A
Junior Participating Preferred Stock, outstanding immediately prior to
the Effective Time shall expire in their entirety without any payment
being made in respect thereof in accordance with the Second Amendment
(as defined below).
The board of directors of the Company (the "Board") has unanimously (i) determined that the transactions contemplated by the Merger Agreement, including the Merger and the Voting Agreements (as defined below) are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved, adopted and declared advisable the Merger Agreement, the Voting Agreements and the transactions contemplated by the foregoing agreements, including the Merger, (iii) directed that the Merger Agreement be submitted to the stockholders of the Company for its adoption and (iv) recommended that the Company's stockholders adopt the Merger Agreement.
Assuming the satisfaction of the conditions set forth in the Merger Agreement, the Company expects the Merger to close by year-end 2022. The stockholders of the Company will be asked to vote on the adoption of the Merger Agreement at a special stockholder meeting that will be held on a date, and at the time and place, to be announced when finalized.
The closing of the Merger is subject to various conditions, including (i) the
adoption of the Merger Agreement by holders of a majority of the Company Common
Stock issued and outstanding (the "Company Stockholder Approval"); (ii) the
absence of any order, injunction or other legal or regulatory restraint making
illegal, enjoining or otherwise prohibiting the closing of the Merger ("Legal
Restraint Condition"); (iii) (a) the expiration or termination of any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, (the "HSR Act") (including any timing agreement with the
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remain in full force and effect (the foregoing clauses (a) and (b), the "Antitrust Conditions"); and (iv) the accuracy of the representations and warranties contained in the Merger Agreement, subject to customary materiality qualifications, and compliance in all material respects with the covenants and agreements contained in the Merger Agreement as of the Closing of the Merger. In addition, the obligation of Parent and Merger Sub to consummate the Merger is subject to the absence, since the date of the Merger Agreement, of a Company Material Adverse Effect (as defined in the Merger Agreement). The closing of the Merger is not subject to a financing condition.
The Merger Agreement contains customary representations, warranties and covenants by the Company, including, among others, covenants by the Company to conduct its business in the ordinary course between the date of the Merger Agreement and the closing of the Merger, not to engage in certain kinds of material transactions during such period, to convene and hold a special meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to obtain regulatory approvals and, subject to certain customary exceptions, for the Board to recommend that the stockholders adopt the Merger Agreement. The Merger Agreement also contains customary representations, warranties and covenants of Parent and Merger Sub, including, among others, covenants by Parent and Merger Sub to use their best efforts (including, if necessary, through litigation or the sale, divestiture or disposition of assets) to obtain regulatory approval for the Merger under applicable competition laws, including the HSR Act, and foreign investment laws.
The Merger Agreement provides that the Company will promptly cease and cause to be terminated any activities, discussions or negotiations with any third party conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal (as defined in the Merger Agreement). In addition, the Company has agreed that it will not, directly or indirectly, initiate, solicit, propose or knowingly facilitate, encourage or induce the making, the submission or the announcement, of any Acquisition Proposal, or (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its subsidiaries to any third party, or afford to any third party access to the business, properties, assets, books, records or other non-public information of the Company or its subsidiaries, in each case, that could reasonably be expected to lead to an Acquisition Proposal; (ii) except where the Board makes a good faith determination that the failure to do so would be inconsistent with the directors' fiduciary duties under applicable law, amend or grant any waiver or release under any standstill or . . .
Item 3.03. Material Modification to Rights of Security Holders.
The foregoing discussion of the Amendment to Rights Agreement under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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About
For more information, visit GCP's website at www.gcpat.com.
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 expects to file
with the
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
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Stockholders (the "Annual Meeting Proxy Statement"), which was filed with the
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
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
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofDecember 5, 2021 , by and among the Company, Parent, Merger Sub, and Guarantor.* 4.1 Second Amendment to Rights Agreement, dated as ofDecember 5, 2021 , between the Company andEquiniti Trust Company . 99.1 Voting and Support Agreement, dated as ofDecember 5, 2021 , entered into byStarboard Value LP and certain of its affiliates . 99.2 Voting and Support Agreement, dated as ofDecember 5, 2021 , entered into by certain affiliates of Standard Investments (formerly known as 40 North) / Standard Industries . 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Company hereby undertakes to furnish supplemental copies of any of the omitted
schedules upon request by the
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