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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 2024
Quanex Building Products Corporation
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-33913 |
|
26-1561397 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
| (IRS Employer
Identification No.) |
945 Bunker Hill Road, Suite 900
Houston.
Texas |
|
77024 |
(Address of principal executive office) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (713) 961-4600
N/A
(Former name or former
address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
Common
Stock, par value $0.01 per share |
|
NX |
|
New
York Stock Exchange |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
As previously announced on April 22, 2024,
Quanex Building Products Corporation (“Quanex”) reached an agreement on the terms of a recommended acquisition of Tyman plc
(“Tyman”) (the “Transaction”). The Transaction is intended to be implemented by means of a scheme of arrangement
(the “Scheme”) under Part 26 of the UK Companies Act 2006, as amended, sanctioned by the High Court of Justice in England
and Wales.
The United Kingdom Competition
and Markets Authority responded to a briefing paper submitted by Quanex in respect of the Transaction to indicate that it has, at such
time, no further questions related to the Transaction. Additionally, as of June 11, 2024 the waiting period under the U.S. Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, has now expired in respect of the Transaction. The Transaction remains subject to other
closing conditions, including approval of the Scheme by Tyman’s stockholders and an approval by Quanex’s stockholders of the
issuance of shares in the Transaction. Quanex expects the Transaction to close in the second half of 2024.
Forward Looking Statements
This Current Report on Form 8-K contains
certain “forward-looking statements”. These statements are based on the current expectations of the management of Quanex and
are naturally subject to uncertainty and changes in circumstances. The forward-looking statements include statements relating to the expected
effects of the Transaction. Forward-looking statements include statements typically containing words such as “will”, “may”,
“should”, “believe”, “intends”, “expects”, “anticipates”, “targets”,
“estimates” and words of similar import and including statements relating to future capital expenditures, expenses, revenues,
economic performance, financial conditions, dividend policy, losses and future prospects and business and management strategies and the
expansion and growth of the operations of Quanex following completion of the Transaction. Although Quanex believes that the expectations
reflected in such forward-looking statements are reasonable, Quanex can give no assurance that such expectations will prove to be correct.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those
expressed or implied by such forward looking statements. These factors include: the possibility that the Transaction will not be completed
on a timely basis or at all, whether due to the failure to satisfy the conditions of the Transaction (including approvals or clearances
from regulatory and other agencies and bodies) or otherwise, general business and economic conditions globally, industry trends, competition,
changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorganization
activities, interest rate and currency fluctuations, the inability of the combined company to realize successfully any anticipated synergy
benefits when (and if) the Transaction is implemented, the inability to integrate successfully Quanex’s and Tyman’s operations
when (and if) the Transaction is implemented and Quanex incurring and/or experiencing unanticipated costs and/or delays or difficulties
relating to the Transaction when (and if) it is implemented. Additional information concerning these and other risk factors is contained
in the Risk Factors sections of the Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”)
on June 6, 2024 (the “Proxy Statement”) and Quanex’s most recent reports on Form 10-K and Form 10-Q,
the contents of which are not incorporated by reference into, nor do they form part of, this Current Report on Form 8-K.
These forward-looking statements are based on numerous assumptions
regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By
their nature, these forward-looking statements involve known and unknown risks, as well as uncertainties because they relate to events
and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements may
cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different
from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that
such expectations will prove to have been correct and persons reading this Current Report on Form 8-K are therefore cautioned not
to place undue reliance on these forward-looking statements which speak only as at the date of this Current Report on Form 8-K. All
subsequent oral or written forward-looking statements attributable to Quanex, Tyman or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. Neither of Quanex or Tyman undertakes any obligation to update publicly
or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required
by applicable law, regulation or stock exchange rules.
Publication of this Current Report on Form 8-K on website
A copy of this Current Report on Form 8-K will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Quanex's website at https://www.roadto2b.com
by no later than 12:00 p.m. (London time) on the business day following the date of this Current Report on Form 8-K.
For the avoidance
of doubt, the contents of this website and any websites accessible from hyperlinks on this website are not incorporated into, and do not
form part of, this Current Report on Form 8-K.
Important Additional Information will be Filed with the SEC
In
connection with the Transaction, Quanex filed the Proxy Statement with the SEC. Before making any voting decision, Quanex’s stockholders
are urged to read the Proxy Statement and other relevant documents filed or to be filed with the SEC in connection with the Transaction
or incorporated by reference in the Proxy Statement carefully and in their entirety because they contain important information about
the Transaction and the share issuance proposal. Quanex’s stockholders and investors will be able to obtain, without charge, a
copy of the Proxy Statement and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov
or directing a written request to Quanex (Attention: Investor Relations), at 945 Bunker Hill Road, Suite 900, Houston, Texas 77024
or from Quanex’s website at https://investors.quanex.com.
No Offer or Solicitation
The information contained in this Current
Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe
for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law. In particular, this Current Report on Form 8-K is not an offer of securities for sale into the United States or
in any other jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act
of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration
requirements. Any securities issued in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration
requirements pursuant to Section 3(a)(10) of the Securities Act. The Transaction will be made solely by means of the scheme
document published by Tyman, or (if applicable) pursuant to an offer document to be published by Quanex, which (as applicable) would contain
the full terms and conditions of the Transaction. Any decision in respect of, or other response to, the Transaction, should be made only
on the basis of the information contained in such document(s) and the Proxy Statement. If, in the future, Quanex ultimately seeks
to implement the Transaction by way of a takeover offer or otherwise in a manner that is not exempt from the registration requirements
of the Securities Act, that offer will be made in compliance with applicable US laws and regulations.
This Current Report on Form 8-K does not constitute a prospectus
or a prospectus exempted document.
Participants in the Solicitation
Quanex and certain of its directors and executive officers and employees
may be considered participants in the solicitation of proxies from the stockholders of Quanex in respect of the Transaction, including
the share issuance proposal. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the
solicitation of the stockholders of Quanex in connection with the Transaction, including a description of their direct or indirect interests,
by security holdings or otherwise, are set forth in the Proxy Statement. Additional information regarding Quanex’s directors and
executive officers is contained in Quanex’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023 and
its annual meeting proxy statement on Schedule 14A, dated January 25, 2024, which are filed with the SEC.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Quanex
Building Products Corporation |
|
|
|
Date:
June 11, 2024 |
By: |
/s/ Scott Zuehlke |
|
|
Name: Scott
Zuehlke |
|
|
Title: SVP,
CFO and Treasurer |
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Quanex (NYSE:NX)
過去 株価チャート
から 5 2024 まで 6 2024
Quanex (NYSE:NX)
過去 株価チャート
から 6 2023 まで 6 2024