On July 3, 2019, OMNOVA Solutions Inc. (the \”Company\”) announced it had entered into an Agreement and Plan of Merger with Synthomer plc (\”Synthomer\”), Spirit USA Holdings Inc., and Synthomer USA LLC, to which the Company would merge with and into Spirit USA Holdings Inc., a wholly-owned subsidiary of Synthomer, subject to shareholder and regulatory approvals and other customary conditions (the \”Transaction\”).>>

As contemplated by the merger agreement, on November 15, 2019, Synthomer notified the European Commission that it was seeking approval of the Transaction. On January 15, 2020, Synthomer and the Company received confirmation from the European Commission that it had conditionally approved the Transaction.

A copy of the Company\’s press release announcing the European Commission\’s decision is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

Forward-looking statements within this disclosure are being made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995, including, without limitation, the statements made concerning the Company’s intent to consummate the Transaction with Synthomer. As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: (i) the risk that the Transaction may not be consummated in a timely manner, if at all; (ii) the risk that the definitive merger agreement may be terminated in circumstances that require the Company to pay Synthomer a termination fee; (iii) risks related to the diversion of management’s attention from the Company’s ongoing business operations; (iv) the effect of the announcement of the proposed Transaction on the Company’s business relationships (including, without limitation, customers and suppliers), operating results and business generally; (v) risks related to obtaining the requisite consents to the proposed Transaction, including, without limitation, the receipt of approval from the Company’s shareholders, the timing (including possible delays) and receipt of regulatory clearance from governmental authorities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental authority may deny any such approval; and (vi) the conditions of the capital markets during the period covered by the forward-looking statements. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are set forth under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2018, and its subsequent quarterly reports on Form 10-Q. The Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, although its situation and circumstances may change in the future.

(c) Exhibits

OMNOVA SOLUTIONS INC Exhibit
EX-99.1 2 a1152020pressrelease.htm PRESS RELEASE,…
To view the full exhibit click here

About OMNOVA Solutions Inc. (NYSE:OMN)

OMNOVA Solutions Inc. (OMNOVA) is a provider of emulsion polymers, specialty chemicals and engineered surfaces for commercial, industrial and residential end uses. The Company operates in two segments: Performance Chemicals and Engineered Surfaces. OMNOVA Performance Chemicals segment produces a range of emulsion polymers and specialty chemicals based primarily on styrene butadiene (SB), styrene butadiene acrylonitrile (SBA), styrene butadiene vinyl pyridine, nitrile butadiene (NBR), polyvinyl acetate, acrylic, styrene acrylic, vinyl acrylic, glyoxal, fluorochemical and bio-based chemistries. The Company’s Engineered Surfaces segment develops, designs, produces and markets a line of functional and decorative surfacing products, including coated fabrics, vinyl, paper and specialty laminates, and performance films. It operates production facilities in the United States, Europe, China and India.