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

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

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Item1.01.

Entry into a Material Definitive Agreement.

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
$1.05billion (the Acquisition).

In connection with the Offer, the Company has agreed to initiate
as promptly as reasonably possible the employee consultation
process with its relevant works councils (the Consultation
Process). The Company may accept the Offer by executing and
delivering to Henkel a counter to the proposed stock and asset
purchase agreement (the stock and asset purchase agreement) after
the Consultation Process has concluded (Offer Acceptance).

The Offer is valid until 11:59 P.M., New York time, on July3,
2017; provided, however, that if the Consultation Process has not
been completed by at least five business days prior to such date,
the Company or Henkel may, subject to certain conditions, extend
the Offer from time to time in consecutive increments of up to
thirty days each, but in any event not beyond 11:59 P.M., New
York time, on December2, 2017.

The Offer was made on the terms and subject to the conditions of
the proposed stock and asset purchase agreement, which was
attached to the Offer Letter and executed by Henkel in connection
with the making of the Offer. If the Offer is accepted, the
completion of the Acquisition will be subject to customary
closing conditions, including regulatory approvals, and will be
expected to close in the middle of 2017.

Under the terms of the proposed stock and asset purchase
agreement, the Company would sell to Henkel certain assets, and
Henkel would assume certain liabilities, of the Business for
$1.05billion in cash, subject to working capital and certain
other adjustments. The proposed stock and asset purchase
agreement would contain various customary representations,
warranties and covenants and the parties would agree to indemnify
each other for any breaches thereof, subject to specified time
and amount limits and other exceptions.

The foregoing description of the Offer Letter and the proposed
stock and asset purchase agreement is qualified in its entirety
by reference to the Offer Letter, and the proposed stock and
asset purchase agreement attached thereto, which is attached
hereto as Exhibit 2.1 and is incorporated herein by reference.

Item7.01. Regulation FD Disclosure.

On March2, 2017, the Company issued a press release announcing
the Offer and conducted an investor presentation regarding the
Acquisition. The press release and investor presentation are
attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
This information contained herein, including the attached press
release and investor presentation, shall not be deemed filed for
purposes of Section18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), nor shall it be incorporated by
reference in any filing under the Securities Act of 1933, as
amended (the Securities Act), except as shall be expressly set
forth by specific reference in such a filing.

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; expected financial positions; results
of operations; cash flows; financing plans; business strategy;
operating plans; capital and other expenditures; competitive
positions; growth opportunities for existing products; benefits
from new technology and cost reduction initiatives, plans and

objectives; and markets for securities. Like other businesses,
the Company is subject to risks and uncertainties that could
cause its actual results to differ materially from its
projections or that could cause other forward-looking statements
to prove incorrect. 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, and the potential that the
expected strategic benefits or opportunities from the transaction
may not be realized, or may take longer to realize than expected;
risks related to: the cyclical and seasonal nature of the
industries that the Company serves; foreign operations,
especially in emerging regions; changes in currency exchange
rates; the cost and availability of raw materials and energy; the
effectiveness of the Companys research and development, new
product introductions and growth investments; acquisitions and
divestitures of assets and gains and losses from dispositions;
developments affecting the Companys outstanding liquidity and
indebtedness, including debt covenants and interest rate
exposure; developments affecting the Companys funded and unfunded
pension obligations; warranty and product liability claims; legal
proceedings; uncertainties related to the Companys ability to
realize the anticipated benefits of the spin-off /separation from
W.R. Grace and the value of the Companys common stock following
the spin-off; the inability to establish or maintain certain
business relationships and relationships with customers and
suppliers or the inability to retain key personnel following the
spin-off; and hazardous materials and the costs of compliance
with environmental regulation. These and other factors are
identified and described in more detail in the Companys Annual
Report on Form 10-K, which has been filed with the U.S.
Securities and Exchange Commission and is available online at
www.sec.gov. Readers are cautioned not to place undue reliance on
the Companys projections and forward-looking statements, which
speak only as the date thereof. The Company undertakes no
obligation to publicly release any revision to the projections
and forward-looking statements contained in this announcement, or
to update them to reflect events or circumstances occurring after
the date of this announcement.

Item9.01. Financial Statements and Exhibits

(d)Exhibits

Exhibit No.

Exhibit Description

2.1 Binding Offer Letter, dated as of March2, 2017, by and
between GCP Applied Technologies Inc. and Henkel AG Co. KGaA,
together with the Stock and Asset Purchase Agreement,
executed by Henkel AG Co. KGaA, attached as Exhibit 1
thereto*
99.1 Press Release
99.2 Investor Presentation
* Schedules and exhibits have been omitted to Item 601(b)(2) of
Regulation S-K, but a copy will be furnished to the
Securities and Exchange Commission upon request.

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.

GCP APPLIED TECHNOLOGIES INC.

(Registrant)

By:

/s/ John W. Kapples

John W. Kapples
Vice President and General Counsel

Date: March2, 2017

EXHIBIT INDEX

Exhibit No.

Exhibit Description

2.1 Binding Offer Letter, dated as of March2, 2017, by and
between GCP Applied Technologies Inc. and Henkel AG Co. KGaA,
together with the Stock and Asset Purchase Agreement,
executed by Henkel AG Co. KGaA, attached as Exhibit 1
thereto*
99.1 Press Release
99.2 Investor Presentation
* Schedules and exhibits have been omitted


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 00.00 at 26.35 with 888,702 shares trading hands.

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