NEWMARKET CORPORATION (NYSE:NEU) Files An 8-K Other EventsItem 8.01
As previously announced, on December 16, 2016, Afton Chemical de México, S.A. de C.V., a sociedad anónima 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 “Agreement”) to acquire approximately 99.5% of the outstanding capital stock (the “Acquisition”) of Aditivos Mexicanos, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (“AMSA”). The Agreement was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 19, 2016.
As of June 30, 2017, the parties amended the Agreement to account for the election by an additional AMSA shareholder to participate in the transaction, to revise certain ancillary agreements and to amend certain indemnification and working capital provisions to account for AMSA’s adoption of a new private pension plan as well as the retirement of certain AMSA executives.
On July 3, 2017, the Company issued a press release announcing the closing of the Acquisition. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 2.1 | First Amendment to Share Sale Agreement, dated as of June 30, 2017, by and among Afton Chemical de México, S.A. de C.V., Chevron Oronite Company LLC, the individual Local Sellers referred to therein, the Local Sellers’ Representative referred to therein, Aditivos Mexicanos, S.A. de C.V., NewMarket Corporation, as Buyer Guarantor, and Afton Chemical Corporation* | |
| 99.1 | Press release dated July 3, 2017 | |
| * | Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(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. |
NEWMARKET CORP ExhibitEX-2.1 2 d417396dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 FIRST AMENDMENT TO SHARE SALE AGREEMENT This FIRST AMENDMENT TO SHARE SALE AGREEMENT (“First Amendment”) dated as of June 30,…To view the full exhibit click here
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.
