Lonza commences tender offer to acquire all of the outstanding shares of Arch Chemicals, Inc. for USD 47.20 per share
Lonza and Arch Chemicals announced on 11 July 2011 the signing of a definitive merger agreement pursuant to which the tender offer would be made.
The board of directors of Arch Chemicals has unanimously approved the terms of the merger agreement and recommended that Arch Chemicals shareholders tender their shares pursuant to the tender offer.
Today, Lonza and LG Acquisition Corp. are filing a tender offer statement on Schedule TO (including an offer to purchase, form of letter of transmittal and related tender offer documents) with the U.S. Securities and Exchange Commission (the “SEC”), and Arch Chemicals is filing with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer.
The tender offer is scheduled to expire at 12:00 midnight, New York City time, on August 11, 2011, unless the tender offer is extended or earlier terminated in accordance with the terms of the merger agreement and the applicable rules and regulations of the SEC. Any extension of the tender offer will be followed as promptly as practicable by public announcement thereof, and such announcement will be made no later than 9:00 a.m. Eastern time on the next business day after the previously scheduled expiration date.
The closing of the tender offer is subject to customary terms and conditions, including the tender of more than two-thirds of Arch Chemicals’ outstanding shares of common stock (on a fully diluted basis), the expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period and the consent of European-based antitrust regulatory authorities. The definitive merger agreement provides for the parties to effect a merger following the completion of the tender offer, which will result in all shares not tendered in the tender offer (other than shares then owned by subsidiaries of Arch Chemicals or shares then owned by Lonza or any of its subsidiaries) being converted into the right to receive USD 47.20 per share, net to the holder in cash, without interest and less any required withholding of taxes.
MacKenzie Partners, Inc. is the information agent for the tender offer.