NEWMARKET CORPORATION (NYSE:NEU) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On December16, 2016, Afton Chemical de Mxico, S.A. de C.V., a
sociedad annima de capital variable organized under the
laws of the United Mexican States (Afton Mexico) and an indirect
wholly owned subsidiary of NewMarket Corporation (the Company),
entered into a Share Sale Agreement (the Purchase Agreement) to
acquire in excess of 99% (the exact percentage being the
Applicable Percentage) of the outstanding capital stock (the
Shares) of Aditivos Mexicanos, S.A. de C.V., a sociedad
annima de capital variable organized under the laws of the
United Mexican States (AMSA).
Chevron Oronite Company LLC owns approximately 40% of AMSA and is
the largest single shareholder of AMSA. Substantially all of the
remaining shares of AMSA are owned by Claudio X. Gonzalez and
Luis Molina Montes and their respective extended family members.
to the Purchase Agreement, Afton Mexico has agreed to acquire the
Shares in exchange for a cash payment equal to the Applicable
Percentage of $182,500,000, subject to a customary working
capital adjustment (the Acquisition). The Company plans to
finance the Acquisition with available cash and draws under its
existing credit facilities. The Acquisition is not conditioned on
receipt by Afton Mexico or the Company of any debt or other
third-party financing.
The Purchase Agreement includes certain customary
representations, warranties and covenants. Closing of the
Acquisition is expected to occur during the first half of 2017
and is subject to various customary closing conditions,
including, among others, approval by the Mexican Federal Economic
Competition Commission (or the expiration of the relevant
statutory period).
This summary of the Purchase Agreement does not purport to be
complete and is subject to, and is qualified in its entirety by,
reference to all of the terms of the Purchase Agreement, a copy
of which is attached as Exhibit 2.1 and incorporated herein by
reference.
| Item8.01 | Other Events. |
On December19, 2016, the Company issued a press release
announcing the execution of the Purchase Agreement. A copy of
this press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
***
Caution Regarding Forward-Looking Statements
Some of the information contained in this report constitutes
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.Although our management
believes its expectations are based on reasonable assumptions
within the bounds of its knowledge of our business and
operations, there can be no assurance that actual results will
not differ materially from expectations.
Factors that could cause actual results to differ materially from
expectations include, but are not limited to, a failure to obtain
the approval of the Mexican Federal Economic Competition
Commission or any other required regulatory approvals with
respect to the acquisition or a failure by one or more parties to
satisfy any applicable conditions to closing the acquisition, as
well as the other factors detailed from time to time in the
reports that we file with the Securities and Exchange Commission,
including the risk factors in Item1A, Risk Factors of our 2015
Annual Report on Form 10-K, which is available to shareholders
upon request.
You should keep in mind that any forward-looking statement made
by us in this report speaks only as of the date on which such
forward-looking statement is made.New risks and uncertainties
arise from time to time, and it is impossible for us to predict
these events or how they may affect the Acquisition or the
Company.We have no duty to, and do not intend to, update or
revise the forward-looking statements in this report after the
date hereof, except as may be required by law.In light of these
risks and uncertainties, you should keep in mind that the events
described in any forward-looking statement made in this report,
or elsewhere, might not occur.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 2.1 |
Share Sale Agreement dated December16, 2016, by and among Afton Chemical de Mxico, S.A. de C.V., Chevron Oronite Company LLC, the individual Local Sellers listed therein, the Local Sellers Representative listed therein and NewMarket Corporation, as Buyer Guarantor.* |
|
| 99.1 | Press release dated December 19, 2016 |
| * |
Certain schedules and exhibits to this agreement have been omitted in accordance with Item601(b)(2) of Regulation S-K. A copy of any omitted schedules and/or exhibits will be furnished to the Securities and Exchange Commission upon request. |
About NEWMARKET CORPORATION (NYSE:NEU)
NewMarket Corporation is a holding company. The Company is the parent company of Afton Chemical Corporation (Afton), Ethyl Corporation (Ethyl), NewMarket Services Corporation (NewMarket Services) and NewMarket Development Corporation (NewMarket Development). It operates in petroleum additives segment, which is primarily represented by Afton. The tetraethyl lead (TEL) business of Ethyl is reflected in the All other category. Each of its subsidiaries manages its own assets and liabilities. Afton encompasses the petroleum additives business, while Ethyl represents the sale of TEL in North America and certain petroleum additives manufacturing operations. NewMarket Development manages the property that the Company owns in Richmond, Virginia consisting of approximately 60 acres. NewMarket Services provides various administrative services to NewMarket, Afton, Ethyl and NewMarket Development. It has operations in the United States, Canada, Europe, India and Latin America, among others. NEWMARKET CORPORATION (NYSE:NEU) Recent Trading Information
NEWMARKET CORPORATION (NYSE:NEU) closed its last trading session up +2.02 at 428.66 with 25,976 shares trading hands.