TONAWANDA, N.Y., July 21, 2021 /PRNewswire/ -- As previously
announced, Unifrax, a leading global provider of high-performance
specialty materials focused on thermal management, specialty
filtration, battery materials, emission control and fire protection
applications backed by Clearlake Capital Group, L.P. ("Clearlake"),
signed definitive agreements to acquire Lydall, Inc. (NYSE: LDL,
"Lydall" or the "Company"), a leader in the design and production
of specialty filtration materials and advanced material
solutions.
With its leading technologies and 23 manufacturing facilities
around the world, Lydall is well positioned to capitalize on growth
in clean air filtration and electric vehicle adoption, among many
other attractive markets. Under the terms of the agreement, Lydall
shareholders will receive $62.10 per
share in cash for each share outstanding, implying a total
enterprise value of approximately $1.3
billion.
A syndicate of banks led by J.P. Morgan provided committed debt
financing to support Unifrax's acquisition of Lydall. Unifrax
currently intends to retain its existing first lien credit
facilities, refinance its second lien facility and raise
approximately $1.2 billion of new
secured and unsecured financings in the debt capital markets. The
transaction will be supported by more than $400 million of additional new cash and equity
from investors including Clearlake.
Disclaimer and Forward Looking Statements
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. Any securities offered
will not be, and have not been, registered under the Securities Act
of 1933, as amended, and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
This communication contains "forward-looking statements" within
the Private Securities Litigation Reform Act of 1995. Any
statements contained in this communication that are not statements
of historical fact, including (among other) statements about
Clearlake's or Unifrax's ability to consummate the proposed
transaction and/or secure the necessary debt and equity financing
to consummate the transaction may be deemed to be forward-looking
statements. Forward-looking statements generally can be identified
through the use of words such as "believes," "anticipates," "may,"
"should," "will," "plans," "projects," "expects," "expectations,"
"estimates," "forecasts," "predicts," "targets," "prospects,"
"strategy," "signs," and other words of similar meaning in
connection with the discussion of future performance, plans,
actions or events. Because forward-looking statements relate to the
future, they are subject to inherent risks, uncertainties and
changes in circumstances that are difficult to predict. Such risks
and uncertainties include, among others: the failure to obtain the
required vote of Lydall's stockholders, the timing to consummate
the proposed transaction, the risk that a condition of closing of
the proposed transaction may not be satisfied or that the closing
of the proposed transaction might otherwise not occur, the risk
that a regulatory approval that may be required for the proposed
transaction is not obtained or is obtained subject to conditions
that are not anticipated, and disruptions in the global credit and
financial markets, including diminished liquidity and credit
availability. Accordingly, actual results may differ materially
from those contemplated by these forward-looking statements.
Investors, therefore, are cautioned against relying on any of these
forward-looking statements. They are neither statements of
historical fact nor guarantees or assurances of future performance.
These forward-looking statements speak only as of the date of this
communication, and neither Clearlake or Unifrax assumes any
obligation to update or revise any forward-looking statement made
in this communication or that may from time to time be made by or
on their behalf.
Media Contacts:
For Unifrax
Deborah
Myers
Unifrax
Ph: +1 716-768-6465
dmyers@unifrax.com
For Clearlake
Jennifer Hurson
Lambert & Co.
Ph: +1 845-507-0571
jhurson@lambert.com
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SOURCE Unifrax