INNOSPEC INC. (NASDAQ:IOSP) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Agreement. |
Amendment to the Share and Asset Purchase Agreement
As previously disclosed in the Current Report on the Form 8-K
filed on July29, 2016, Innospec International Ltd. (the Company),
a company incorporated under the laws of England and Wales and a
wholly-owned subsidiary of Innospec Inc. (the Registrant),
entered into an Exclusivity and Put Option Agreement, dated
July29, 2016 (the Put Option Agreement), with Huntsman
Investments (Netherlands) B.V., a private company with limited
liability organized under the laws of the Netherlands (the
Seller). The Put Option Agreement, together with the Share and
Asset Purchase Agreement, entered into by and between the Company
and Seller (the SAPA), described below, sets forth the terms of a
commitment by the Company to the Seller to acquire the Sellers
European differentiated surfactants business (the Proposed
Transaction).
On October25, 2016, to the terms of the Put Option Agreement, the
Company entered into the SAPA relating to the purchase of the EDS
Shares (as defined in the SAPA) and the EDS Assets (as defined in
the SAPA) in addition to the Companys assumption or retention of
the EDS Liabilities (as defined in the SAPA).
Concurrently with the execution of the SAPA, the Company and the
Seller also entered into a Deed of Amendment (the Amendment),
whereby, among other revisions, the Long Stop Time (as defined in
the Amendment) was changed to January 31, 2017.
On December 22, 2016, the Company and Seller entered into an
Amended and Restated Share and Asset Purchase Agreement (the
Amended and Restated SAPA) which further amended and restated the
SAPA to make minor clarifications prior to completion.
The above description of the Amended and Restated SAPA does not
purport to be complete, and is qualified in its entirety by, the
full text of the Amended and Restated SAPA, a copy of which is
attached hereto as Exhibit 2.1 and is incorporated into this
report by reference. The Amended and Restated SAPA has been
attached to provide investors with information regarding its
terms. It is not intended to provide any other factual
information about Seller, the Company, the Registrant or the EDS
Entities (as defined in the Amended and Restated SAPA). In
particular, assertions embodied in warranties contained in the
Amended and Restated SAPA are qualified by information in
confidential disclosures provided by Seller to the Company in
connection with the signing of the Amended and Restated SAPA.
These confidential disclosures contain information that modifies,
qualifies and creates exceptions to the warranties and certain
covenants set forth in the Amended and Restated SAPA. Moreover,
certain warranties in the Amended and Restated SAPA were used for
purposes of allocating risk between the Company and Seller rather
than establishing matters as facts and may be subject to
standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Accordingly, the
warranties in the Amended and Restated SAPA should not be relied
on as characterizations of the actual state of facts about
Seller, the Company, the Registrant or the EDS Entities.
| Item2.01 |
Completion of Acquisition or Disposition of Assets. |
Share and Asset Purchase Agreement
On December 30, 2016, the Company completed the previously
announced acquisition of the European differentiated surfactants
business of the Seller, to the Amended and Restated SAPA. The
acquisition was to the Put Option Agreement and the Amended and
Restated SAPA. The Acquisition Agreements provide for the
acquisition of the EDS Shares and the EDS Assets in addition to
the Companys assumption or retention of the EDS Liabilities. The
estimated purchase price was $199,224,201, which is subject to
further adjustments for certain working capital items and net
intercompany amounts.
The Seller has agreed to indemnify the Company, subject to
certain exceptions and limitations set forth in the Amended and
Restated SAPA, with respect to retained liabilities and assets,
certain environmental matters, and breaches of warranties and
covenants, subject to certain deductions and exceptions. The
Company has agreed to indemnify the Seller, subject to certain
exceptions and limitations, with respect to the EDS Liabilities
(as defined in the Amended and Restated SAPA).
The above description of the Amended and Restated SAPA does not
purport to be complete, and is qualified in its entirety
by, the full text of the Amended and Restated SAPA, a copy of
which is attached hereto as Exhibit 2.1 and is incorporated into
this report by reference. The Amended and Restated SAPA has been
attached to provide investors with information regarding its
terms. It is not intended to provide any other factual
information about Seller, the Company, the Registrant or the EDS
Entities (as defined in the Amended and Restated SAPA). In
particular, assertions embodied in warranties contained in the
Amended and Restated SAPA are qualified by information in
confidential disclosures provided by Seller to the Company in
connection with the signing of the Amended and Restated SAPA.
These confidential disclosures contain information that modifies,
qualifies and creates exceptions to the warranties and certain
covenants set forth in the Amended and Restated SAPA. Moreover,
certain warranties in the Amended and Restated SAPA were used for
purposes of allocating risk between the Company and Seller rather
than establishing matters as facts and may be subject to
standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Accordingly, the
warranties in the Amended and Restated SAPA should not be relied
on as characterizations of the actual state of facts about
Seller, the Company, the Registrant or the EDS Entities.
| Item7.01. | Regulation FD. |
The Registrant has issued a press release announcing the
completion of the acquisition referred to in Item2.01 above. A
copy of the press release is furnished as Exhibit 99.1.
The information in this Item7.01, including Exhibit 99.1, is
furnished and shall not be deemed filed for purposes of Section18
of the Securities Exchange Act of 1934, as amended, or otherwise
subject to liabilities under that section, and shall not be
deemed to be incorporated by reference into the filings of the
Registrant under the Securities Act of 1933, as amended,
regardless of any general incorporation language in such filings.
This report shall not be deemed an admission as to the
materiality of any information of the information in this
Item7.01, including Exhibit 99.1.
| Item9.01 | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired.
Financial statements required under Item9.01(a) of Form 8-K, if
required, will be filed by amendment to this Current Report on
Form 8-K no later than 71 days following the date that this
Current Report is required to be filed.
(b) Pro forma financial information.
Pro forma financial information, if required, will be filed by
amendment to this Current Report on Form 8-K no later than 71
days following the date that this Current Report is required to
be filed.
(d) Exhibits.
|
Number |
DescriptionofExhibits |
|
| 2.1* |
Amended and Restated Share and Asset Purchase Agreement, dated as of December 22, 2016, by and between Huntsman Investments (Netherlands) B.V. and Innospec International LTD |
|
| 99.1 | Press release. |
| * |
Certain schedules to the Amended and Restated Share and Asset Purchase Agreement have been omitted to Item 601(b)(2) of Regulation S-K. The Registrant will furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. |
Forward Looking Statements
Statements made in this Current Report on Form 8K under
Item2.01 and Item7.01 (including the press release referred to
under Item7.01 and furnished as Exhibit 99.1) that are not
statements of historical or current facts constitute forward
looking statements. Forward looking statements relate to
expectations, beliefs, projections, future plans and strategies,
financing plans, future acquisitions and related activities,
anticipated events or trends and similar expressions concerning
matters that are not historical facts, such as statements
regarding future acquisitions. In many cases, you can identify
forward looking statements by terms such as expects, may, will,
should, plans, anticipates, believes, estimates, predicts,
potential or the negative of these terms or other comparable
terminology. The forward looking statements are based on
Registrants current expectations and assumptions regarding its
business, the economy and other future conditions and are subject
to risks, uncertainties and changes in circumstances that may
cause events or our actual activities or results to differ
significantly from those expressed in any forward looking
statement.
Although Registrant believes that the expectations reflected
in the forward looking statements are reasonable, Registrant
cannot guarantee future events, results, actions, levels of
activity, performance or achievements. You are cautioned not to
place undue reliance on these forward looking statements. Unless
required by law, Registrant undertakes no obligation to publicly
update or revise any forward looking statements to reflect
circumstances or events after the date they are made. A number of
important factors could cause actual results to differ materially
from those indicated by the forward looking statements,
including, but not limited to, those factors described in Part I,
Item1A, Risk Factors in Registrants Annual Report on Form 10K for
the year ended December31, 2015 filed with the Securities and
Exchange Commission.
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.
|
Innospec Inc. (Registrant) |
||||||
| Date: January 3, 2017 | By: |
/s/ David E. Williams |
||||
| Name: | David E. Williams | |||||
| Title: | VP, General Counsel and CCO |
EXHIBIT INDEX
|
Number |
Description of Exhibits |
|
| 2.1* |
Amended and Restated Share and Asset Purchase Agreement, dated as of December 22, 2016, by and between Huntsman Investments (Netherlands) B.V. and Innospec International LTD |
|
| 99.1 | Press release. |
| * |
Certain schedules to the Amended and Restated Share and Asset Purchase Agreement have been omitted |