LYDALL, INC. (NYSE:LDL) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure
Lydall, Inc. (the Company) has scheduled a conference call and
simultaneous webcast for 2:00 p.m. Eastern Time on Wednesday,
November 30, 2016 to discuss the Acquisition (as defined and
further discussed below). The call may be accessed at (888)
338-7142, from within the U.S., or (472) 902-4181,
internationally. A recording of the call will be available from
4:00 p.m. ET on November 30, 2016 through 11:59 pm ET on December
7, 2016 at (877) 344-7529 from within the U.S., or (412)
317-0088, passcode 10097317.
The investor slides to be presented during the conference call
are furnished herewith as Exhibit99.1. Additionally, the press
release announcing the Acquisition is furnished herewith as
Exhibit99.2.
The information in this Item 7.01 (including Exhibits 99.1 and
99.2) shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934 (the Exchange Act) or otherwise
subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
Section 8 Other Events
Section 8.01. Other Events
On November 29, 2016, the Company entered into an agreement to
acquire MGF Gutsche GmhH Co. KG (Gutsche) for approximately $58
million in cash, subject to certain customary post-closing
adjustments (the Acquisition). The Acquisition is expected to be
financed through a combination of cash on hand and borrowings
from the Companys existing revolving credit facility.
The Acquisition will be consummated to the terms of a Sale and
Purchase Agreement (the Purchase Agreement) dated November 29,
2016, by and among Gutsche Co., Messrs. Michael Gutsche and Eugen
Gutsche, and Lhr Filter GmbH Co. KG (collectively, the Sellers),
and indirect subsidiaries of the Company (collectively, the
Buyers). to the terms of the Purchase Agreement, the Company will
have exclusive rights to the Gutsche brand and the Sellers will
be subject to 3-year non-compete and non-solicit covenants. The
Acquisition is expected to close by year end, subject to receipt
of customary merger control approval from German competition
authorities and the completion of specified closing conditions.
Gutsches operations in Fulda, Germany and Yixing, China serve a
global customer base in the development, production and
distribution of sophisticated filtration media and technical
nonwovens for various applications.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are included with this report, as set
forth below:
Exhibit | Exhibit |
Number | Description |
99.1 |
Investor Presentation, dated November 30, 2016 (Furnished not filed; see Item 7.01). |
99.2 |
Press Release, dated November 30, 2016 (Furnished not filed; see Item 7.01). |
Cautionary Note Concerning Factors That May Affect Future
Results
This Current Report on Form 8-K contains forward-looking
statements within the Private Securities Litigation Reform Act of
1995. Any statements contained in this report that are not
statements of historical fact, including statements related to
the expected timetable for completing the acquisition and Lydalls
plan for financing the acquisition, may be deemed to be
forward-looking statements. All such forward-looking statements
are intended to provide managements current expectations for the
future based on current expectations and assumptions relating to
the Companys business, the economy and other future conditions.
Forward-looking statements generally can be identified through
the use of words such as believes, anticipates, may, should,
will, plans, projects, expects, expectations, estimates,
forecasts, predicts, targets, prospects, strategy, signs, and
other words of similar meaning in connection with the discussions
herein. Because forward-looking statements relate to the future,
they are subject to inherent risks, uncertainties and changes in
circumstances that are difficult to predict. Such risks and
uncertainties include, among others, any delays in receiving
merger control approval from Germany or in satisfying other
closing conditions and disruptions in the global credit and
financial markets, including diminished liquidity and credit
availability, that could have a negative impact on the Companys
completion of the Acquisition. Accordingly, actual results may
differ materially from those contemplated by these
forward-looking statements. Investors, therefore, are cautioned
against relying on any of these forward-looking statements. They
are neither statements of historical fact nor guarantees or
assurances of future performance. Additional information
regarding factors that may cause actual results to differ
materially from these forward-looking statements is available in
Lydalls filings with the Securities and Exchange Commission,
including the risks and uncertainties identified in Part II, Item
1A – Risk Factors of Lydalls Quarterly Report on Form 10-Q for
the quarter ended September 30, 2016 and Part I, Item 1A – Risk
Factors of Lydalls Annual Report on Form 10-K for the year ended
December 31, 2015.
These forward-looking statements speak only as of the date of
this report, and Lydall does not assume any obligation to update
or revise any forward-looking statement made in this report or
that may from time to time be made by or on behalf of the
Company.
About LYDALL, INC. (NYSE:LDL)
Lydall, Inc. (Lydall) designs and manufactures specialty engineered non-woven filtration media, industrial thermal insulating solutions, and thermal and acoustical barriers for filtration or separation and heat abatement, and sound dampening applications. The Company’s segments are Performance Materials, Industrial Filtration, Thermal/Acoustical Metals, and Thermal/Acoustical Fibers. The Performance Materials segment is engaged in the filtration, thermal insulation and life sciences filtration businesses. The Industrial Filtration segment is engaged in the Lydall’s industrial non-woven felt media and filter bag business. The Thermal/Acoustical Metals segment is engaged in the Lydall’s metal parts and related tooling. The Thermal/Acoustical Fibers segment is engaged in the Lydall’s fiber parts business and related tooling business for use in automotive applications. The Company’s products are sold to original equipment manufacturers and tier-one suppliers. LYDALL, INC. (NYSE:LDL) Recent Trading Information
LYDALL, INC. (NYSE:LDL) closed its last trading session up +0.45 at 59.05 with 83,821 shares trading hands.