GCP APPLIED TECHNOLOGIES INC. (NYSE:GCP) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

As previously announced, on March2, 2017, GCP Applied
Technologies Inc. (the Company) entered into a final, binding and
irrevocable offer letter (the Offer Letter) with Henkel AG Co.
KGaA (Henkel) to which Henkel made a binding offer (the Offer) to
acquire the Companys Darex Packaging Technologies business (the
Business) for approximately $1.05 billion, subject to working
capital and certain other adjustments (the Acquisition).

to the terms of the Offer Letter, following the conclusion of
statutory employee consultation processes in connection with the
Acquisition by the relevant works councils in France, the Company
accepted Henkels offer and countersigned the Stock and Asset
Purchase Agreement (the Purchase Agreement) with respect to the
Acquisition on April27, 2017. The Purchase Agreement was
previously executed by Henkel. Completion of the Acquisition
remains subject to the satisfaction or waiver of customary
closing conditions, including regulatory approvals. The Company
has received antitrust clearances in the United States, Germany,
Brazil, Russia and Austria and has filed for antitrust clearance
in South Africa. The Acquisition is expected to close in the
middle of 2017.

The foregoing summary of the Purchase Agreement and the
transactions contemplated by the Purchase Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the Purchase
Agreement, which is filed as Exhibit 2.1 to this Current Report
on Form 8-K and is incorporated herein by reference.

(d)Exhibits

Cautionary Statement Concerning Forward-Looking
Statements

This Current Report contains forward-looking statements, that is,
information related to future, not past, events. Such statements
generally include the words believes, plans, intends, targets,
will, expects, suggests, anticipates, outlook, continues, or
similar expressions. Forward-looking statements include, without
limitation, statements about the proposed transaction and the
anticipated timing thereof. Factors that could cause actual
results to materially differ from those contained in the
forward-looking statements, or that could cause other
forward-looking statements to prove incorrect, include, without
limitation, the possibility that the transaction will not be
completed, or if completed, not completed in the expected
timeframe. Readers are cautioned not to place undue reliance on
the Companys forward-looking statements, which speak only as the
date thereof. The Company undertakes no obligation to publicly
release any revision to the forward-looking statements contained
in this Current Report on Form 8-K, or to update them to reflect
events or circumstances occurring after the date of this Current
Report on Form8-K.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: April28, 2017

EXHIBIT INDEX

About GCP APPLIED TECHNOLOGIES INC. (NYSE:GCP)

GCP Applied Technologies Inc. (GCP) is engaged in the production and sale of specialty construction chemicals, specialty building materials, and packaging sealants and coatings. The Company operates through three segments: Specialty Construction Chemicals (SCC), Specialty Building Materials (SBM) and Darex Packaging Technologies (Darex). The SCC segment manufactures and markets products to manage the performance of Portland cement, and materials based on Portland cement, such as concrete admixtures and cement additives, as well as concrete production management systems. The SBM segment manufactures and markets building envelope products, residential building products and specialty construction products. The Darex segment manufactures and markets sealants and coatings for use in beverage and food containers, and other consumer and industrial applications. Its brands include ADVA, CBA, SYNCHRO, HEA2, TDA, STRUX, MIRA, ADPRUFE, HYDRODUCT, ADCOR, DARABLEND and APPERTA.

GCP APPLIED TECHNOLOGIES INC. (NYSE:GCP) Recent Trading Information

GCP APPLIED TECHNOLOGIES INC. (NYSE:GCP) closed its last trading session up +0.15 at 33.40 with 253,006 shares trading hands.