Luxfer Holdings PLC (NYSE:LXFR) Files An 8-K Entry into a Material Definitive Agreement

Luxfer Holdings PLC (NYSE:LXFR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

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Entry into a Material Definitive Agreement.

On March 10, 2019, Luxfer Holdings PLC (NYSE: LXFR) (“Luxfer”), Luxfer Neo Inc. (formerly known as 2671219 Ontario Inc., a subsidiary of Luxfer), and Neo Performance Materials, Inc. (“Neo”) entered into a termination letter (the “Termination Letter”) to mutually terminate the previously disclosed arrangement agreement (the “Arrangement Agreement”) and the transactions contemplated thereunder. The full text of the Termination Letter is filed as Exhibit 2.1 and incorporated herein by reference.

Item 1.02.

Termination of a Material Definitive Agreement.

to the terms of the Termination Letter, Luxfer has agreed to terminate the Arrangement Agreement and reimburse Neo for its out-of-pocket expenses relating to the transactions contemplated by the Arrangement Agreement up to a maximum amount of US$3.5 million.

In accordance with their terms, the voting and support agreements with each of OPPS NPM S.À R.L and OPPS II NPM S.À R.L, shareholders of Neo, will also terminate upon termination of the Arrangement Agreement.

On March 10, 2019, Luxfer and Neo issued a joint press release announcing the termination of the Arrangement Agreement and the transaction contemplated thereunder. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

EX-2.1 2 ce8kex2_1.htm Exhibit 2.1 BY EMAIL March 10,…
To view the full exhibit click here

About Luxfer Holdings PLC (NYSE:LXFR)

Luxfer Holdings PLC is a holding company. The Company is a global materials technology company specializing in the design, manufacture and supply of materials, components and high-pressure gas-containment devices for healthcare, environmental, protection and specialty end-markets. Its segments include Elektron division and Gas Cylinders division. The Elektron Division focuses on specialty materials based on magnesium, zirconium and rare earths. The Gas Cylinders Division manufactures and markets specialized products using aluminum, magnesium, carbon composites and steel. The Company sells its products through the brands, such as Magnesium Elektron, MEL Chemicals, Luxfer Gas Cylinders and Superform. The Company focuses on areas, including chemical and metallurgical properties of aluminum, magnesium, zirconium, rare earths and carbon composites. It has over 20 manufacturing plants in the United Kingdom, the United States, Canada, France, Germany, the Czech Republic and China.

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