Balchem Corporation (NASDAQ:BCPC) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01.
Balchem Corporation (NASDAQ:BCPC) Files An 8-K Completion of Acquisition or Disposition of Assets
As previously reported, on May 2, 2019, Balchem Corporation (“Balchem”) entered into a Securities Purchase Agreement (the “Agreement”) among (a) Balchem, (b) Chemogas Gilde B.V. (“Gilde”), a limited liability company organized and existing under the laws of The Netherlands, (c) Dirk Battig, (d) Dirk Van den Borre, (e) Eric Matthijs, (f) Christophe Marque, (g) Adamo Pia (h) Jurgen De Smet, and (i) Sebastien Verwilghen (Gilde and the individuals referred to in (c) through (i) being hereinafter referred to as as “Sellers”). The Agreement provides for purchase by Balchem of Chemogas Holding NV, a privately held specialty gases company, headquartered in Grimbergen, Belgium and its subsidiaries (hereinafter collectively referred to as ”Chemogas”).
On May 27, 2019, Balchem closed its acquisition of Chemogas from the Sellers (the “Closing”). Prior to the Closing, neither Balchem, any of its affiliates, any of its directors or officers, nor any associate of any of its directors or officers had any material relationship with any of the other parties to the Agreement, other than with respect to the acquisition.
At the Closing, Balchem paid €88,578,586 to the Sellers and repaid €8,460,654 of Chemogas’ indebtedness. The purchase price was determined as a result of arms’ length negotiation among Balchem and the Sellers.
The purchase price was financed through the Balchem’s existing revolving credit facility and cash on hand.
On May 28, 2019, Balchem issued a press release announcing the Closing, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(d) Exhibits
Cautionary Note Regarding Forward-Looking Statements
This report, including the exhibits filed and furnished herewith, contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements generally can be identified because they relate to the topics set forth above or by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,” “foresee,” “likely,” “may,” “will,” “would” or other
words or phrases with similar meanings, and include the statements regarding Chemogas’ revenues and growth prospects, as well as the impact of the transaction on Balchem’s earnings per share. Similarly, statements that describe the Balchem’s objectives, plans or goals, are, or may be, forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. Some of the factors that could cause actual results to differ include, but are not limited to, the following: any delay or failure to complete the acquisition of Chemogas on the terms previously agreed or difficulty in integrating the acquisition if closed or realizing on the anticipated business from the acquisition; changes to Balchem’s business, its industry, or the overall economic climate, general industry conditions and competition; product or other liability risk inherent in the design, development, manufacture and marketing of its offerings; inability to enhance Balchem’s existing or introduce new products or services in a timely manner; economic conditions, such as interest rate and currency exchange rate fluctuations; technological advances and patents attained by competitors; and difficulty in integrating other acquisitions into Balchem’s existing business, thereby reducing or eliminating the anticipated benefits of the acquisition of Chemogas. For a more detailed discussion of these and other factors, see the information under the caption “Risk Factors” in Balchem’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the Securities and Exchange Commission. All forward-looking statements in this report speak only as of the date of this report or as of the date they are made and are qualified in their entirety by the above cautionary statement. Balchem assumes no duty to update its outlook or other forward-looking statements as of any future date, except as required by law.
BALCHEM CORP Exhibit
EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 Balchem Corporation Completes Acquisition of Chemogas New Hampton,…
To view the full exhibit click
EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 Balchem Corporation Completes Acquisition of Chemogas New Hampton,…
To view the full exhibit click
here
About Balchem Corporation (NASDAQ:BCPC)
Balchem Corporation (Balchem) is engaged in the development, manufacture, distribution and marketing of specialty performance ingredients and products for the food, nutritional, feed, pharmaceutical and medical sterilization industries. The Company operates in four segments: SensoryEffects, Animal Nutrition & Health (ANH), Specialty Products and Industrial Products. Its SensoryEffects segment provides creamer systems, dairy replacers, powdered fats, nutritional beverage bases, beverages, juice and dairy bases, chocolate systems, ice cream bases and variegates, grain-based snacks and cereal-based ingredients. ANH segment provides basic choline chloride, and microencapsulation and chelation technologies-based nutritional products. Specialty Products segment provides ethylene oxide and propylene oxide products. Its Industrial Products segment provides Choline Chloride and methylamines. The Company sells its products through its own sales force, independent distributors and sales agents.