APOGEE ENTERPRISES, INC. (NASDAQ:APOG) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On December14, 2016, Apogee Enterprises, Inc. (the Company),
announced that its wholly owned subsidiary, WPP Acquisition
Corporation, an Ontario corporation (Purchaser), had entered into
an asset purchase agreement (the Purchase Agreement) with
Sotawall Inc., an Ontario corporation (Vendor), and Juan A. Speck
(together with Vendor, the Vendor Parties) to acquire the assets
and business of Vendors high-performance, modular, pre-glazed
curtainwall systems design, manufacturing and installation
business (the Curtainwall Systems Business) for cash
consideration of approximately $135million (U.S.), plus the value
of certain limited assumed liabilities, subject to certain
adjustments for the levels of working capital at closing (the
Transaction). The Transaction closed simultaneously with the
execution of the Purchase Agreement. The purchase price was
funded using cash on hand and the Companys credit facility.
The Purchase Agreement contains customary representations,
warranties, covenants and indemnification provisions. In order to
secure any purchase price adjustment due to Purchaser from Vendor
and to fulfill the indemnification obligations of the Vendor
Parties, $12.6million of the consideration paid by Purchaser was
placed in escrow for a period of up to 24 months after the
closing of the Transaction.
Among other covenants contained in the Purchase Agreement, the
Vendor Parties have agreed, subject to certain exceptions, not to
(a)engage in or assist others in engaging in the business of the
Curtainwall Systems Business in North America for a period of
five years following the closing of the Transaction (the
Restricted Period); (b) employ, or solicit for employment (and to
cause its affiliates not to employ or solicit for employment),
any employee of the Curtainwall Systems Business during the
Restricted Period; and (c)not to solicit (and to cause its
affiliates not to solicit) or cause actual or potential
customers, clients, or suppliers of the Curtainwall Systems
Business to terminate or modify their relationship with the
Curtainwall Systems Business during the Restricted Period.
Additionally, Vendor has agreed to change its name from Sotawall
Inc., and to cause its affiliates, Sota Holdings, Ltd., Sota
Curtainwall Inc. and Sota USA Inc. (collectively, the Sota
Entities), to change their names such that they no longer include
Sota or any variation thereof. In connection with the
Transaction, Purchaser will change its name to Sotawall Limited.
to the terms of the Purchase Agreement, Purchaser shall have the
sole right to use the name Sotawall Inc. and any other name that
includes Sota, or any variation thereof, that was used by Vendor
or the Sota Entities in connection with the Curtainwall Systems
Business.
The foregoing description of the Purchase Agreement is not
complete and is qualified in its entirety by reference to the
Purchase Agreement, a copy of which is attached hereto as Exhibit
10.1 and is incorporated herein by reference.
Item2.01 Completion of Acquisition of or Disposition of
Assets.
The information in Item 1.01 of this Current Report on Form 8-K
concerning the Purchase Agreement and the Transaction is
incorporated herein by reference and made a part of thisItem
2.01.
Item7.01 Regulation FD Disclosure.
On December14, 2016, the Company announced that Purchaser had
entered into a definitive agreement to acquire the Curtainwall
Systems Business from Vendor and certain of its subsidiaries for
aggregate cash consideration of approximately $135million,
subject to certain adjustments for the levels of working capital
at closing. A copy of the press release is furnished as
Exhibit99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form
8-K, including Exhibit 99.1, is being furnished herewith and
shall not be deemed filed for the purposes of Section18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such
filing.
Item9.01 Financial Statements and Exhibits.
(a) Financial Statement of Business Acquired.
The financial statements required by Item9.01(a) of Form 8-K with
respect to the Transaction will be filed by amendment to this
Current Report on Form 8-K as soon as practicable, and in any
event not later than 71 calendar days after the date on which
this Current Report on Form 8-K is required to be filed
toItem2.01.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item9.01(b) of
Form 8-K, with respect to the Transaction will be filed by
amendment to this Current Report on Form 8-K as soon as
practicable, and in any event not later than 71 calendar days
after the date on which this Current Report on Form 8-K is
required to be filed toItem2.01.
(d) Exhibits.
| 10.1 |
Asset Purchase Agreement between Sotawall Inc., Juan A. Speck and WPP Acquisition Corporation, dated December14, 2016.* |
|
| 99.1 |
Press release issued by Apogee Enterprises, Inc. dated December14, 2016.* |
*Filed herewith.
About APOGEE ENTERPRISES, INC. (NASDAQ:APOG)
Apogee Enterprises, Inc. is engaged in the design and development of glass solutions for enclosing commercial buildings and framing art. The Company operates through four segments: Architectural Glass, Architectural Services, Architectural Framing Systems and Large-Scale Optical Technologies (LSO). The Architectural Glass segment fabricates coated glass used in customized window and wall systems. The Architectural Services segment designs, engineers, fabricates and installs the walls of glass, windows and other curtainwall products making up the outside skin of commercial and institutional buildings. The Architectural Framing Systems segment designs, engineers, fabricates and finishes the aluminum frames used in customized aluminum and glass window, curtainwall, storefront and entrance systems. The Large-Scale Optical Technologies segment manufactures glass and acrylic products for the custom picture framing and fine art markets. APOGEE ENTERPRISES, INC. (NASDAQ:APOG) Recent Trading Information
APOGEE ENTERPRISES, INC. (NASDAQ:APOG) closed its last trading session up +1.32 at 51.42 with 472,984 shares trading hands.