ASHLAND GLOBAL HOLDINGS INC. (NYSE:ASH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
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Entry into a Material Definitive Agreement
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On April 14, 2017, Ashland LLC (the Company), a subsidiary of
Ashland Global Holdings Inc. (Ashland), entered into a definitive
stock purchase agreement (the Agreement) with (i) Pharmachem
Laboratories, Inc., a privately-held New Jersey corporation
(Pharmachem), (ii) the shareholders of Pharmachem and Dr. David
Peele, a shareholder of Avoca, Inc. (Avoca), a subsidiary of
Pharmachem (collectively, the Sellers) and (iii) Photon SH
Representative LLC, as the shareholders representative.
Ashland Global Holdings Inc. (Ashland), entered into a definitive
stock purchase agreement (the Agreement) with (i) Pharmachem
Laboratories, Inc., a privately-held New Jersey corporation
(Pharmachem), (ii) the shareholders of Pharmachem and Dr. David
Peele, a shareholder of Avoca, Inc. (Avoca), a subsidiary of
Pharmachem (collectively, the Sellers) and (iii) Photon SH
Representative LLC, as the shareholders representative.
to the Agreement, the Company will acquire all of the outstanding
equity interests of Pharmachem (the Pharmachem Stock Purchase)
for $660 million in cash (the Purchase Price). Immediately
following the Pharmachem Stock Purchase, Pharmachem will acquire
all of the shares of common stock of Avoca owned by Dr. David
Peele (the Avoca Stock Purchase and, together with the Pharmachem
Stock Purchase, the Acquisition). Following the Avoca Stock
Purchase, Avoca will be a wholly owned subsidiary of Pharmachem.
The Purchase Price is subject to customary adjustments for net
working capital, cash, indebtedness and transaction expenses.
equity interests of Pharmachem (the Pharmachem Stock Purchase)
for $660 million in cash (the Purchase Price). Immediately
following the Pharmachem Stock Purchase, Pharmachem will acquire
all of the shares of common stock of Avoca owned by Dr. David
Peele (the Avoca Stock Purchase and, together with the Pharmachem
Stock Purchase, the Acquisition). Following the Avoca Stock
Purchase, Avoca will be a wholly owned subsidiary of Pharmachem.
The Purchase Price is subject to customary adjustments for net
working capital, cash, indebtedness and transaction expenses.
The Company, Pharmachem and the Sellers have made customary
representations and warranties and have agreed to customary
covenants relating to the Acquisition. The consummation of the
Acquisition is subject to satisfaction or waiver of certain
closing conditions, including (i) the expiration or termination
of any required waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended and (ii) the
trustee of the Pharmachem Laboratories, Inc. Employee Stock
Ownership Plan receiving a
representations and warranties and have agreed to customary
covenants relating to the Acquisition. The consummation of the
Acquisition is subject to satisfaction or waiver of certain
closing conditions, including (i) the expiration or termination
of any required waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended and (ii) the
trustee of the Pharmachem Laboratories, Inc. Employee Stock
Ownership Plan receiving a
Fairness Opinion (as defined in the Agreement) reconfirming the
Fairness Opinion it received at signing, among other conditions.
The Acquisition is expected to close in the quarter ending June
30, 2017. The Agreement contains customary termination rights.
Fairness Opinion it received at signing, among other conditions.
The Acquisition is expected to close in the quarter ending June
30, 2017. The Agreement contains customary termination rights.
The above description of the Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the
full text of the Agreement.
complete and is subject to, and qualified in its entirety by, the
full text of the Agreement.
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Item 7.01.
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Regulation FD Disclosure
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On April 17, 2017, Ashland made available an Investor
Presentation on the Investor Center section of Ashlands website
located at http://investor.ashland.com. A copy of the Investor
Presentation is attached hereto as Exhibit 99.1 and is
incorporated herein by reference solely for purposes of this Item
7.01 disclosure.
Presentation on the Investor Center section of Ashlands website
located at http://investor.ashland.com. A copy of the Investor
Presentation is attached hereto as Exhibit 99.1 and is
incorporated herein by reference solely for purposes of this Item
7.01 disclosure.
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Item 8.01.
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Other Events
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Issuance of News Release
On April 17, 2017, Ashland issued a news release in connection
with the Acquisition. The full text of the news release is
attached hereto as Exhibit 99.2.
with the Acquisition. The full text of the news release is
attached hereto as Exhibit 99.2.
Forward-Looking Statements
This report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934,
as amended. Ashland has identified some of these
forward-looking statements with words such as anticipates,
believes, expects, estimates, is likely, predicts, projects,
forecasts, objectives, may, will, should, plans and intends and
the negative of these words or other comparable terminology.
These forward-looking statements include statements relating to
our expectation that the proposed acquisition of Pharmachem
Laboratories, Inc. (Pharmachem) will be completed before the
end of the June quarter. In addition, Ashland may from time to
time make forward-looking statements in its annual reports,
quarterly reports and other filings with the SEC, news releases
and other written and oral communications. These
forward-looking statements are based on Ashlands expectations
and assumptions, as of the date such statements are made,
regarding Ashlands future operating performance and financial
condition, the expected completion of the final separation of
Valvoline Inc., the strategic and competitive advantages of
each company, and future opportunities for each company, as
well as the economy and other future events or circumstances.
Ashlands expectations and assumptions include, without
limitation, internal forecasts and analyses of current and
future market conditions and trends, management plans and
strategies, operating efficiencies and economic conditions
(such as prices, supply and demand, cost of raw materials, and
the ability to recover raw-material cost increases through
price increases), and risks and uncertainties associated with
the following: Ashlands substantial indebtedness (including the
possibility that such indebtedness and related restrictive
covenants may adversely affect Ashlands future cash flows,
results of operations, financial condition and its ability to
repay debt); the impact of acquisitions and/or divestitures
Ashland has made or may make, including the proposed
acquisition of Pharmachem (including the possibility that
Ashland may not complete the proposed acquisition of Pharmachem
or Ashland may not realize the anticipated benefits from such
transactions); and severe weather, natural disasters, and legal
proceedings and claims (including environmental and asbestos
matters). Various risks and uncertainties may cause actual
results to differ materially from those stated, projected or
implied by any forward-looking statements, including, without
limitation, risks and uncertainties affecting Ashland that are
described in Ashlands most recent Form 10-K (including Item 1A
Risk Factors) filed with the SEC, which is available on
Ashlands website at http://investor.ashland.com or on the SECs
website at http://www.sec.gov. Ashland believes its
expectations and assumptions are reasonable, but there can be
no assurance that the expectations reflected herein will be
achieved. Unless legally required, Ashland undertakes no
obligation to update any forward-looking statements made in
this Form 8-K whether as a result of new information, future
events or otherwise. Information on Ashlands website is not
incorporated into or a part of this Form 8-K.
meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934,
as amended. Ashland has identified some of these
forward-looking statements with words such as anticipates,
believes, expects, estimates, is likely, predicts, projects,
forecasts, objectives, may, will, should, plans and intends and
the negative of these words or other comparable terminology.
These forward-looking statements include statements relating to
our expectation that the proposed acquisition of Pharmachem
Laboratories, Inc. (Pharmachem) will be completed before the
end of the June quarter. In addition, Ashland may from time to
time make forward-looking statements in its annual reports,
quarterly reports and other filings with the SEC, news releases
and other written and oral communications. These
forward-looking statements are based on Ashlands expectations
and assumptions, as of the date such statements are made,
regarding Ashlands future operating performance and financial
condition, the expected completion of the final separation of
Valvoline Inc., the strategic and competitive advantages of
each company, and future opportunities for each company, as
well as the economy and other future events or circumstances.
Ashlands expectations and assumptions include, without
limitation, internal forecasts and analyses of current and
future market conditions and trends, management plans and
strategies, operating efficiencies and economic conditions
(such as prices, supply and demand, cost of raw materials, and
the ability to recover raw-material cost increases through
price increases), and risks and uncertainties associated with
the following: Ashlands substantial indebtedness (including the
possibility that such indebtedness and related restrictive
covenants may adversely affect Ashlands future cash flows,
results of operations, financial condition and its ability to
repay debt); the impact of acquisitions and/or divestitures
Ashland has made or may make, including the proposed
acquisition of Pharmachem (including the possibility that
Ashland may not complete the proposed acquisition of Pharmachem
or Ashland may not realize the anticipated benefits from such
transactions); and severe weather, natural disasters, and legal
proceedings and claims (including environmental and asbestos
matters). Various risks and uncertainties may cause actual
results to differ materially from those stated, projected or
implied by any forward-looking statements, including, without
limitation, risks and uncertainties affecting Ashland that are
described in Ashlands most recent Form 10-K (including Item 1A
Risk Factors) filed with the SEC, which is available on
Ashlands website at http://investor.ashland.com or on the SECs
website at http://www.sec.gov. Ashland believes its
expectations and assumptions are reasonable, but there can be
no assurance that the expectations reflected herein will be
achieved. Unless legally required, Ashland undertakes no
obligation to update any forward-looking statements made in
this Form 8-K whether as a result of new information, future
events or otherwise. Information on Ashlands website is not
incorporated into or a part of this Form 8-K.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits. The following Exhibits are filed as part of this
Report on Form 8-K.
Report on Form 8-K.
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Exhibit
Number
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Description of Exhibit
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99.1
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Investor Presentation, dated April 17, 2017.
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99.2
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News Release issued by Ashland Global Holdings Inc.,
dated April 17, 2017. |
In connection with the disclosures set forth in Items 7.01
and 8.01 above, the information in such items of this Form
8-K, including the related exhibits attached hereto, is being
furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities
of such section. The information in such items of this Form
8-K, including the related exhibits, shall not be
incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act,
regardless of any incorporation by reference language in any
such filing. This Form 8-K will not be deemed an admission as
to the materiality of any information in this Form 8-K that
is required to be disclosed solely by Regulation FD.
and 8.01 above, the information in such items of this Form
8-K, including the related exhibits attached hereto, is being
furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities
of such section. The information in such items of this Form
8-K, including the related exhibits, shall not be
incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act,
regardless of any incorporation by reference language in any
such filing. This Form 8-K will not be deemed an admission as
to the materiality of any information in this Form 8-K that
is required to be disclosed solely by Regulation FD.
ASHLAND GLOBAL HOLDINGS INC. (NYSE:ASH) Recent Trading Information
ASHLAND GLOBAL HOLDINGS INC. (NYSE:ASH) closed its last trading session 00.00 at 122.24 with 442,990 shares trading hands.
