QUAKER CHEMICAL CORPORATION (NYSE:KWR) Files An 8-K Entry into a Material Definitive Agreement
Item1.01, including a copy of the Merger Agreement, will be filed
in a separate Current Report on Form8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release, dated April5, 2017. |
| 99.2 | Quaker Chemical Slide Presentation, dated April5, 2017. |
| 99.3 |
Quaker Chemicals Chief Executive Officer Script to Video Presentation, dated April5, 2017. |
| 99.4 |
Slides accompanying the Quaker Chemical Chief Executive Officer Video Presentation, dated April5, 2017. |
| 99.5 |
Quaker Chemical Frequently Asked Questions, dated April5, 2017. |
| 99.6 | Quaker Chemical E-mail to Employees April5, 2017 |
Cautionary Statement Regarding Forward Looking
Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ
materially from those projected in such statements. A major risk
is that demand for Quaker Chemical’s products and services is
largely derived from the demand for its customers’ products,
which subjects Quaker Chemical to uncertainties related to
downturns in a customer’s business and unanticipated customer
production shutdowns. Other major risks and uncertainties
include, but are not limited to, significant increases in raw
material costs, customer financial stability, worldwide economic
and political conditions, foreign currency fluctuations,
significant changes in applicable tax rates and regulations,
future terrorist attacks and other acts of violence. Other
factors, including those related to the transaction, could also
adversely affect us including, but not limited to:
|
the risk that Quaker Chemical shareholders may not approve the issuance of certain consideration for the proposed transaction; |
|
the risk that a required regulatory approval will not be obtained or is subject to conditions that are not anticipated or acceptable to us; |
|
the potential for regulatory authorities to require divestitures in connection with the proposed transaction, which would result in a smaller than anticipated combined business; |
|
the risk that a closing condition to the proposed transaction may not be satisfied in a timely manner; |
| risks associated with the financing of the transaction; |
|
the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; |
|
potential adverse effects on Quaker Chemicals business, properties or operations caused by the implementation of the transaction; |
|
Quaker Chemicals ability to promptly, efficiently and effectively integrate Houghtons operations into those of Quaker Chemical; |
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risks related to the disruption of each Companys time from ongoing business operations due to the proposed transaction; and, |
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the outcome of any legal proceedings that may be instituted against the companies following announcement of the merger agreement and transactions contemplated therein. |
Therefore, we caution you not to place undue reliance on our
forward-looking statements.
For more information regarding these risks and uncertainties as
well as certain additional risks that we face, you should refer
to the Risk Factors detailed in Item 1A of our 2016 Form 10-K,
and in our quarterly and other reports filed from time to time
with the Commission. We caution you not to place undue reliance
on these forward-looking statements, which are current only as of
the date on which we issued this report. We do not intend to, and
we disclaim any duty or obligation to, update or revise any
forward-looking statements to reflect new information or future
events or for any other reason
This discussion is provided as permitted by the Private
Securities Litigation Reform Act of 1995.
Additional Information and Where to Find It
In connection with the proposed transaction, Quaker Chemical will
file a proxy statement with the Securities and Exchange
Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ
THIS PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may
obtain a free copy of the proxy statement (when available) and
other documents filed by Quaker Chemical with the Commission at
the Commission’s web site at http://www.sec.gov. Free
copies of the proxy statement, once available, and of Quaker
Chemicals other filings with the Commission may also be obtained
from the Company by directing a request to: VictoriaK.Gehris,
Investor Relations, 1.610.832.4246.
Quaker Chemical and its directors, executive officers and other
members of its management may solicit proxies from its
shareholders in favor of the transaction. Information concerning
such persons who may be considered participants in the
solicitation of Quaker Chemicals shareholders under the rules of
the Commission will be set forth in the definitive proxy
statement to be filed by Quaker with the Commission in connection
with the transaction.
About QUAKER CHEMICAL CORPORATION (NYSE:KWR)
Quaker Chemical Corporation is engaged in providing process fluids, chemical specialties and technical expertise to a range of industries, including steel, aluminum, automotive, mining, aerospace, tube and pipe, cans and others. The Company operates through four segments: North America, the Europe; Middle East and Africa (EMEA); Asia/Pacific, and South America. The Company develops, produces and markets a range of formulated chemical specialty products. The Company’s principal products and services include rolling lubricants, corrosion preventives, metal finishing compounds, machining and grinding compounds, forming compounds, bio-lubricants, hydraulic fluids, chemical milling maskants, temporary and permanent coatings, construction products, specialty greases, die casting lubricants and programs to provide chemical management services (CMS). The Company offers CMS for various heavy industrial and manufacturing applications. QUAKER CHEMICAL CORPORATION (NYSE:KWR) Recent Trading Information
QUAKER CHEMICAL CORPORATION (NYSE:KWR) closed its last trading session 00.00 at 128.57 with 41,948 shares trading hands.
