Lonza extends tender offer for all outstanding shares of Arch Chemicals common stock to 12 September 2011
Lonza Group Ltd, one of the world’s leading suppliers to the life science industries, announced that LG Acquisition Corp., an indirect wholly owned subsidiary of Lonza, has extended the expiration date for its previously announced tender offer for 100 percent of the outstanding shares of common stock of Arch Chemicals, Inc.
- (1888PressRelease) August 12, 2011 - The tender offer is at a price of USD 47.20 per share in cash, without interest and less any required withholding taxes pursuant to a previously announced merger agreement, dated 11 July 2011, by and among Arch Chemicals, Lonza and LG Acquisition Corp.
The tender offer has been extended because certain conditions to the tender offer are not expected to be satisfied as of the previously scheduled expiration date. In particular, the tender offer remains subject to receipt of certain regulatory clearances, which Lonza and Arch Chemicals are working to obtain as promptly as practicable. The tender offer has been extended to provide additional time to obtain such regulatory clearances, and has been extended to 12 September 2011 with the consent of the Arch Chemicals.
The tender offer may be further extended if conditions to the tender offer remain unsatisfied. Any additional 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. New York City 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, the expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period and the consent of certain European-based antitrust regulatory authorities.
Lonza has been advised by BNY Mellon Shareowner Services, the Depositary for the tender offer, that as of the close of business on 9 August 2011, shareholders of Arch Chemicals (1) had validly tendered and not withdrawn approximately 7,378,999 shares and (2) had instructed to be tendered under Arch Chemicals’ CEOP 401(k) plan an estimated 711,130 shares, together representing approximately 31.4% of the outstanding shares of Arch Chemicals common stock.
About Lonza
Lonza is one of the world's leading suppliers to the pharmaceutical, healthcare and life science industries. Products and services span its customers’ needs from research to final product manufacture. It is the global leader in the production and support of active pharmaceutical ingredients both chemically as well as biotechnologically. Biopharmaceuticals are one of the key growth drivers of the pharmaceutical and biotechnology industries. Lonza has strong capabilities in large and small molecules, peptides, amino acids and niche bioproducts which play an important role in the development of novel medicines and healthcare products. In addition, Lonza is a leader in cell-based research, endotoxin detection and cell therapy manufacturing. Furthermore, the company is a leading provider of value chemical and biotech ingredients to the nutrition, hygiene, preservation, agro and personal care markets.
For further information:
Lonza Group Ltd
Head of Corporate Communications
Dominik Werner
Tel +41 61 316 8798
Fax +41 61 316 9798
dominik.werner ( @ ) lonza dot com
Lonza Group Ltd
Investor Relations
Dirk Oehlers
Tel +41 61 316 8540
Fax +41 61 316 9540
dirk.oehlers ( @ ) lonza dot com
Lonza Group Ltd
Media Relations
Melanie Disa
Tel +1 201 316 9413
Fax +1 201 696 3533
melanie.disa ( @ ) lonza dot com
Forward-looking statements
Forward-looking statements contained herein are qualified in their entirety as there are certain factors that could cause results to differ materially from those anticipated. Any statements contained herein that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should be considered to be forward-looking statements. Statements herein regarding the proposed transaction between Lonza and Arch Chemicals, the expected timetable for completing the transaction, the potential benefits of the transaction, and any other statements about management’s future expectations, beliefs, goals, plans or prospects also constitute forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many shareholders will tender their stock in the offer; the possibility that various closing conditions for the transaction may not be satisfied or waived; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, and other business partners; and changes in the political, social and regulatory framework in which the company operates, or in economic or technological trends or conditions, including currency fluctuations, inflation and consumer confidence, on a global, regional or national basis. Except as otherwise required by law, Lonza disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after this communication was made.
Additional information
This communication is for informational purposes only and is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Arch Chemicals. LG Acquisition Corp., Lonza’s indirect wholly owned subsidiary, has filed a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission, and Arch Chemicals has filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Investors and Arch Chemicals shareholders are strongly advised to carefully read the tender offer statement (including the offer to purchase, the letter of transmittal and the related tender offer documents) and the related solicitation/recommendation statement, as well as any amendments thereto and other relevant documents filed with the SEC when they become available, because they will contain important information.
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