Synalloy Corporation (NASDAQ:SYNL) Files An 8-K Regulation FD Disclosure
ITEM 7.01 Regulation FD Disclosure
release announcing that it has acquired a three percent (3%)
ownership position in Universal Stainless Alloy Products, Inc.
(Universal Stainless) and that is has exchanged letters with
Universal Stainless management regarding Synalloys proposal to
merge the two companies and highlighting the compelling value
provided thereby.
are incorporated into this Item 8.01 by reference.
Exhibit 99.1.
solicitation of an offer to sell any securities. This communication
relates to a proposal which Synalloy Corporation (Synalloy) has
made for a business combination transaction with Universal
Stainless Alloy Products, Inc. (Universal Stainless). In
furtherance of this proposal and subject to future developments,
Synalloy (and, if a negotiated transaction is agreed, Universal
Stainless) may file one or more registration statements, proxy
statements, tender offer statements or other documents with the
U.S. Securities and Exchange Commission (the SEC). This
communication is not a substitute for any proxy statement,
registration statement, tender offer statement, prospectus or other
document Synalloy and/or Universal Stainless may file with the SEC
in connection with the proposed transaction.
are urged to read the proxy statement(s), registration statement,
tender offer statement, prospectus and other documents filed with
the SEC carefully in their entirety if and when they become
available as they will contain important information about the
proposed transaction. Any definitive proxy statement(s) or
prospectus(es) (if and when available) will be mailed or otherwise
be made available to stockholders of Universal Stainless and/or
Synalloy, as applicable. Investors and security holders will be
able to obtain free copies of these documents (if and when
available) and other documents filed with the SEC by Synalloy
through the web site maintained by the SEC at http://www.sec.gov.
and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. You can find
information about Synalloys executive officers and directors in
Synalloys definitive proxy statement filed with the SEC on April 4,
2017. You can find information about Universal Stainless executive
officers and directors in Universal Stainless definitive proxy
statement filed with the SEC on April 13, 2017. Additional
information regarding the interests of such potential participants
will be included in one or more registration statements, proxy
statements, tender offer statements or other documents filed with
the SEC if and when they become available. You may obtain free
copies of these documents using the sources indicated above.
solicitation of an offer to buy any securities, nor shall there be
any offer, solicitation or sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the U.S. Securities Act of 1933, as amended.
Stainless, including, without limitation, the proposed business
combination of the two companies, that are not historical in
nature, are intended to be, and are hereby identified as
“forward-looking statements” within the meaning of federal
securities laws. These statements include, but are not limited
to, statements regarding a Synalloy business combination with
Universal Stainless, financing of the proposed transaction, the
combined companys expected future performance (including expected
results of operations and financial guidance), the combined
companys future financial condition, operating results, strategy
and plans, financial projections and estimates and their
underlying assumptions; statements regarding plans, objectives
and expectations with respect to future operations, products and
services; and statements regarding future performance. Such
statements are subject to certain risks and uncertainties, many
of which are difficult to predict and generally beyond our
control, that could cause actual results to differ materially
from those expressed in, or implied or projected by, the
forward-looking information and statements. We undertake no
obligation to publicly update or revise forward-looking
statements, whether as a result of new information, future events
or otherwise. Additional information concerning some of the
factors that could cause materially different results is included
in our reports and in Universal Stainless’ reports on Forms
10-K, 10-Q and 8-K filed with the Securities and Exchange
Commission. Such reports are available from the Securities and
Exchange Commission’s public reference facilities and its
website, http://www.sec.gov.
|
Exhibit Number
|
Description
|
|
99.1
|
Press release issued by Synalloy Corporation on June
29, 2017. |
SYNALLOY CORP ExhibitEX-99.1 2 ex991-announcementofusapow.htm EXHIBIT 99.1 Exhibit Filed by Synalloy Corporation (Commission File No. 0-19687) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Universal Stainless & Alloy Products,…To view the full exhibit click here About Synalloy Corporation (NASDAQ:SYNL)
Synalloy Corporation is a chemical manufacturing company. The Company operates through two segments: the Metals Segment and the Specialty Chemicals Segment. The Company’s Metals Segment comprises three subsidiaries: Synalloy Metals, Inc., which owns Bristol Metals, LLC (BRISMET), located in Bristol, Tennessee; Palmer of Texas Tanks, Inc. (Palmer), located in Andrews, Texas; and Specialty Pipe & Tube, Inc. (Specialty), located in Mineral Ridge, Ohio and Houston, Texas. The Company’s Metals Segment manufactures stainless steel, other alloy pipe, storage solutions and separation equipment. The Company’s Specialty Chemicals segment consists of the Company’s subsidiary, Manufacturers Soap and Chemical Company (MS&C). The Specialty Chemicals Segment manufactures lubricants, surfactants, reaction intermediaries, sulfated fats and oils, and chemical tolling manufacturing resources.