Item 7.01 Regulation FD Disclosure.
On June 16, 2021, Kadant Germany Holding GmbH, a subsidiary of Kadant Inc.
("Kadant" or the "Company"), entered into a Framework Agreement and various
ancillary agreements for the purchase of all partnership interests and shares in
The Clouth Group of Companies ("Clouth") for approximately 78 million Euros in
cash, subject to certain customary adjustments (the "Acquisition"). Clouth is a
leading manufacturer of doctor blades and related equipment used in the
production of paper, packaging, and tissue and will become part of Kadant's Flow
Control reporting segment upon the closing, which is expected to occur in the
third quarter of 2021. A copy of the press release issued by the Company in
connection with the Acquisition is furnished with this Current Report on Form
8-K and attached hereto as Exhibit 99.1.
On June 17, 2021 the Company will hold a webcast and conference call to discuss
the transaction described above at 1:00 p.m. eastern time. A copy of an investor
presentation with an overview of the Acquisition that will be presented on the
webcast and discussed in the conference call is furnished as Exhibit 99.2 to
this Current Report on Form 8-K and is posted in the "Investors" section of the
Company's website at www.kadant.com.
The information contained in this Item 7.01 (including Exhibits 99.1 and 99.2)
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
Safe Harbor Statement
The following constitutes a "Safe Harbor" statement under the Private Securities
Litigation Reform Act of 1995: This press release contains forward-looking
statements that involve a number of risks and uncertainties, including
forward-looking statements about the financial and operating performance of
Clouth, the benefits of the Acquisition, the probable timing of the completion
of the Acquisition, and the expected future business and financial performance
of Clouth following the transaction. These forward-looking statements represent
our expectations as of the date of this press release. Kadant undertakes no
obligation to publicly update any forward-looking statement, whether as a result
of new information, future events, or otherwise. These forward-looking
statements are subject to known and unknown risks and uncertainties that may
cause our actual results to differ materially from these forward-looking
statements as a result of various important factors, including those set forth
under the heading "Risk Factors" in Kadant's annual report on Form 10-K for the
fiscal year ended January 2, 2021 and subsequent filings with the Securities and
Exchange Commission. These include risks and uncertainties relating to the
ability to consummate the Acquisition; Kadant's ability to successfully
integrate Clouth and its operations and employees and realize anticipated
benefits from the transaction; unanticipated disruptions to the business,
general and regional economic conditions, and the future performance of Clouth;
potential adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of the
Acquisition; uncertainties as to the timing of the Acquisition; competitive
and/or investor responses to the Acquisition; uncertainty of the expected
financial performance of the combined operations following completion of the
Acquisition; the ability to realize anticipated synergies and cost savings;
unexpected costs, charges or expenses resulting from the Acquisition; the impact
of the COVID-19 pandemic on our operating and financial results; adverse changes
in global and local economic conditions; the variability and difficulty in
accurately predicting revenues from large capital equipment and systems
projects; health epidemics; our acquisition strategy; levels of residential
construction activity; reductions by our wood processing customers of their
capital spending or production of oriented strand board; changes to the global
timber supply; development and use of digital media; cyclical economic
conditions affecting the global mining industry; demand for coal, including
economic and environmental risks associated with coal; failure of our
information systems or breaches of data security and cybertheft; implementation
of our internal growth strategy; price increases or shortages of raw materials;
competition; changes in our tax provision or exposure to additional tax
liabilities; our ability to successfully manage our manufacturing operations;
disruption in production; future restructurings; loss of key personnel and
effective succession planning; protection of intellectual property; climate
change; adequacy of our insurance coverage; global operations; policies of the
Chinese government; the variability and uncertainties in sales of capital
equipment in China; currency fluctuations; economic conditions and regulatory
changes caused by the United Kingdom's exit from the European Union; changes to
government regulations and policies around the world; compliance with government
regulations and policies and compliance with laws; environmental laws and
regulations; environmental, health and safety laws and regulations impacting the
mining industry; our debt obligations; restrictions in our credit agreement and
note purchase agreement; substitution of an alternative index for LIBOR;
soundness of financial institutions; fluctuations in our share price; and
anti-takeover provisions.
2
--------------------------------------------------------------------------------
KADANT INC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits relating to Item 7.01 shall be deemed to be furnished
and not filed.
Exhibit
No. Description of Exhibits
99.1 Press release issued by the Company
on June 17, 2021 .
99.2 Slides to be presented by the
Company on June 17, 2021 .
104 Cover Page Interactive Data File
(embedded within the Inline XBRL
document).
3
--------------------------------------------------------------------------------
KADANT INC.
© Edgar Online, source Glimpses
KADANT INC. 
