INNOPHOS HOLDINGS, INC. (NASDAQ:IPHS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On July28, 2017, Innophos Holdings, Inc. (the “Company”), Thor Merger Sub, Inc. (“Merger Sub”), an indirect wholly owned subsidiary of the Company, GenNx Novel Holding, Inc. (“Novel”) and GenNx Novel Representative, LLC, as the shareholders’ representative, entered into an Agreement and Plan of Merger (the “Merger Agreement”) to which Merger Sub will merge (the “Merger”) with and into Novel, with Novel continuing as the surviving corporation and an indirect wholly owned subsidiary of the Company.
At the closing of the Merger, the Company will pay holders of Novel’s common stock and options aggregate consideration of $125 million in cash, subject to adjustment based upon debt, working capital and Novel’s transaction expenses. At the closing of the Merger, a portion of the purchase price will be placed into escrow and released in accordance with the terms of the Merger Agreement and related transaction documents.
The Merger Agreement contains representations and warranties, as well as covenants and agreements, by each party, including, among other things, covenants (i)with respect to the conduct of the business of Novel during the period between the signing of the Merger Agreement and the closing of the Merger and (ii)regarding each party’s obligation to use reasonable best efforts to obtain governmental approvals and to take other actions necessary to consummate the Merger.
The Merger Agreement may be terminated by either party if the Merger has not been consummated by September26, 2017; however if the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements (“HSR Act”) has not occurred by such date, either party may extend the termination date to October26, 2017.
Closing of the Merger is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the HSR Act. The Company anticipates that the Merger will close during the third quarter of 2017 and expects to finance the Merger with cash on hand and borrowings under the Company’s credit facility. There can be no assurance that all of the conditions to closing the Merger will be satisfied, or that the Merger will be consummated.
The above summary of the Merger Agreement is qualified in its entirety by the full text of the Merger Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 1.01 Regulation FD Disclosure.
On August1, 2017, the Company issued a press release disclosing the Merger Agreement discussed in Item 1.01 above and that the Company will be hosting a live conference call to discuss the Merger Agreement. The text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in response to this item.
On August1, 2017, the Company made available on the “Investor Relations” section of its website an investor presentation that includes certain disclosures with respect to the Merger Agreement discussed in Item 1.01 above. A copy of those disclosures are furnished as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by reference in response to this item.
Item 1.01Financial Statements and Exhibits.
The following exhibits are filed (Exhibit 10.1) or furnished (Exhibits 99.1 and 99.2) with this Current Report on Form 8-K:
|
ExhibitNo. |
Description |
| 10.1 | Agreement and Plan of Merger, dated as of July 28, 2017, by and among Innophos, Holdings Inc., Thor Merger Sub, Inc., GenNx Novel Holding, Inc. and GenNx Novel Representative, LLC, as the shareholders’ representative |
| 99.1 | Press Release, dated August 1, 2017 |
| 99.2 | Investor Presentation, dated August 1, 2017 |
Innophos Holdings, Inc. ExhibitEX-10.1 2 d398635dex101.htm EX-10.1 EX-10.1 Table of Contents Exhibit 10.1 Execution Version AGREEMENT AND PLAN OF MERGER Dated as of July 28,…To view the full exhibit click here
About INNOPHOS HOLDINGS, INC. (NASDAQ:IPHS)
Innophos Holdings, Inc. is a producer of nutritional specialty ingredients with applications in food, beverage, dietary supplements, pharmaceutical, oral care and industrial end markets. The Company also provides bioactive mineral and nutritional ingredients. Its segments include Specialty Phosphates US & Canada, Specialty Phosphates Mexico, and GTSP & Other. The Specialty Phosphates US & Canada segment and Specialty Phosphates Mexico segment comprises product lines, such as Specialty Ingredients; Food and Technical Grade Purified Phosphoric Acid (PPA), and Technical Grade Sodium Tripolyphosphate (STPP) & Detergent Grade PPA. The GTSP & Other segment includes fertilizer co-product Granular Triple Super Phosphate (GTSP) and other non-specialty phosphate products. It produces a range of botanical, enzyme and mineral-based ingredients through various production processes, including spray drying, roller compactions, grinding, wet granulations, solvent extractions and custom blending.
