Quaker Chemical Shareholders Approve Combination with Houghton
September 8th, 2017 by Joe Frio
CONSHOHOCKEN, Pa., Sept. 7, 2017 /PRNewswire/ — Quaker Chemical Corporation (NYSE: KWR) has announced the results of its Special Meeting of Shareholders that was held earlier today. Shareholders approved the proposal necessary to complete the transaction to combine with Houghton International, Inc. The completion of the transaction, which is expected by the end of 2017 or early 2018, is subject to other customary closing conditions, including regulatory approvals.
In addition, the shareholders also approved the elimination of a charter provision providing for a 10-1 voting right for shareholders holding shares for 36 consecutive months. Going forward, all shareholders will have 1-1 voting rights regardless of ownership duration.
The transaction proposal received over 99% support of all votes cast by shareholders. “We want to thank all our shareholders for their strong show of support; this vote recognizes the benefits the combined company will bring to customers, shareholders and associates,” said Michael F. Barry, Chairman, Chief Executive Officer and President of Quaker Chemical.
About Quaker Chemical
Quaker Chemical is a leading global provider of process fluids, chemical specialties, and technical expertise to a wide range of industries, including steel, aluminum, automotive, mining, aerospace, tube and pipe, cans, and others. For nearly 100 years, Quaker Chemical has helped customers around the world achieve production efficiency, improve product quality, and lower costs through a combination of innovative technology, process knowledge, and customized services. Headquartered in Conshohocken, Pennsylvania, USA, Quaker Chemical serves businesses worldwide with a network of dedicated and experienced professionals whose mission is to make a difference.
About Houghton International
Houghton International is a global leader in delivering advanced metalworking fluids and services for the automotive, aerospace, metals, mining, machinery, offshore and beverage industries. Headquartered in Valley Forge, Pennsylvania, Houghton International operates research, manufacturing and office locations in 33 countries around the world delivering solutions that increase productivity, reduce operating costs and improve product quality for our customers. Houghton International is a Hinduja Group Company, which has owned more than 95% of Houghton International since 2012.
Cautionary Note On Forward-Looking Statements
This release 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 the Company’s products and services is largely derived from the demand for its customers’ products, which subjects the Company 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 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 Chemical’s business, properties or operations caused by the implementation of the transaction;
- Quaker Chemical’s ability to promptly, efficiently and effectively integrate Houghton International’s operations into those of Quaker Chemical;
- risks related to the disruption of each Company’s time from ongoing business operations due to the proposed transaction; and,
- 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.
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SOURCE Quaker Chemical Corporation
Contact Information – Quaker Chemical, Investors: Mary Dean Hall, Vice President, Chief Financial Officer and Treasurer, HallM@quakerchem.com, T.+1.610.832.4160; Media: Melissa McClain, Communications Manager, McClainM@quakerchem.com, T. +1.610.832.7809, Contact Information – Houghton International, Media : Natalie Kay, HoughtonNews@houghtonintl.com, T.+1.215.850.4643