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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):
July 12, 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. ¨
Item 5.07. | Submission of Matters to a Vote of Security Holders |
A special meeting of stockholders of Quanex
Building Products Corporation, a Delaware corporation (“Quanex” or the “Company”), was held on July 12,
2024 (the “Special Meeting”) at 8:30 a.m. (Central Time) at Hotel Zaza located at 9787 Katy Freeway, Houston, Texas
77024. There were 33,112,593 outstanding shares of common stock of the Company entitled to vote at the Special Meeting, of which
30,057,299 were present or represented by proxy. A summary of the voting results for the following proposals, each of which is
described in detail in the definitive proxy statement of the Company filed with the Securities and Exchange Commission (the
“SEC”) on June 6, 2024 (the “Proxy Statement”), is set forth below:
Proposal 1 – Share Issuance Proposal
The Company’s stockholders approved the
issuance of new shares of common stock, par value of $0.01 per share, of the Company to shareholders of Tyman plc, a company incorporated
in England and Wales (“Tyman”), in connection with the previously announced proposed acquisition by the Company of the entire
issued and to be issued ordinary share capital of Tyman (the “Transaction”) (such proposal, the “Share Issuance Proposal”).
The votes on this proposal are set forth in the table below:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
30,029,659 |
|
18,396 |
|
9,244 |
|
0 |
Proposal 2 – Adjournment Proposal
The Company’s stockholders voted on a proposal
to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there
were insufficient votes at the time of such adjournment to approve the Share Issuance Proposal (such proposal, the “Adjournment
Proposal”). The votes on this proposal are set forth in the table below:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
27,873,926 |
|
2,172,467 |
|
10,906 |
|
0 |
Because there were sufficient votes at the time
of the Special Meeting to approve the Share Issuance Proposal, a vote on the Adjournment Proposal, while approved, was not necessary.
On July 12, 2024, the Company issued a press
release announcing the results of the stockholder vote on the Share Issuance Proposal at the Special Meeting. The full text of the press
release, a copy of which is attached hereto as Exhibit 99.1, is incorporated herein by reference.
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 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 (as defined
in the scheme document which can be located at https://www.roadto2b.com) 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.
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.
Item 9.01. | Financial Statements and Exhibits |
(d) The following exhibits are being filed
herewith:
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:
July 12, 2024 |
By: |
/s/
Scott Zuehlke |
|
|
Name:
Scott Zuehlke |
|
|
Title:
SVP, CFO and Treasurer |
Exhibit 99.1
Quanex Building
Products’ Acquisition of Tyman Approved by Each Companies’ Shareholders
HOUSTON
– July 12, 2024 – Quanex Building Products Corporation
(NYSE: NX) (“Quanex” or the “Company”) today announced that shareholders of both Quanex and Tyman plc (LSE:TYMN)
("Tyman") have approved Quanex’s proposed acquisition of Tyman.
“On behalf of our Board of Directors and
executive management team, I would like to thank Quanex and Tyman shareholders for their support as we move swiftly towards completing
the transaction and creating a comprehensive solutions provider in the building products industry,” said George Wilson, Chairman,
President and Chief Executive Officer of Quanex. “We continue to prepare internally for the upcoming integration of our two companies
and we look forward to working alongside our talented colleagues at Tyman following the close of the transaction. Once combined, we expect
to deliver unparalleled value to our customers, employees, and shareholders."
Tyman shareholders will receive either a mix of
240.0 pence in cash and 0.05715 shares of Quanex common stock for each Tyman share, or a Capped All-Share Alternative of 0.14288 shares
of Quanex common stock per Tyman share. The Capped All-Share Alternative will be subject to proration if more than 25% of the outstanding
Tyman shares elect to receive it. Tyman shareholders, upon the closing of the transaction, will also receive a Special Dividend of 15
pence in cash. Upon closing of the transaction and subject to the elections made by Tyman shareholders, Tyman shareholders will own approximately
30-32% of Quanex on a fully diluted basis.
The acquisition remains subject to the satisfaction
of customary closing conditions and is expected to close in August of this year.
About Quanex
Quanex is a global manufacturer with core capabilities
and broad applications across various end markets. The Company currently collaborates and partners with leading OEMs to provide innovative
solutions in the window, door, vinyl fencing, solar, refrigeration and cabinetry markets. Looking ahead, Quanex plans to leverage
its material science expertise and process engineering to expand into adjacent markets.
About Tyman
Tyman is a leading international supplier of engineered
fenestration components and access solutions to the construction industry. The Group designs and manufactures products that enhance the
comfort, sustainability, security, safety, and aesthetics of residential homes and commercial buildings. Tyman's portfolio of leading
brands serves their markets through three regional divisions (North America, UK, Ireland, and Europe) and covers all aspects of the
hardware and sealing solutions required for doors and windows, and a full suite of solutions for roof, wall and floor access in residential
and commercial buildings.
Forward Looking Statements
This press
release 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 acquisition. 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 acquisition. 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 acquisition
will not be completed on a timely basis or at all, whether due to the failure to satisfy the conditions of the acquisition (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 acquisition is implemented, the inability to integrate successfully
Quanex’s and Tyman’s operations when (and if) the acquisition is implemented and Quanex incurring and/or experiencing unanticipated
costs and/or delays or difficulties relating to the acquisition when (and if) it is implemented. Additional information concerning these
and other risk factors is contained in the Risk Factors sections of 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 press release.
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 press release are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at the date of this press release. 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.
No Offer or Solicitation
The information contained in this press
release 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 in any jurisdiction pursuant to the acquisition or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this press
release 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 acquisition
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 acquisition 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 acquisition.
Any decision in respect of, or other response to, the acquisition, 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 acquisition 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.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code,
any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely
in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the press release
in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s
interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later
than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the press release in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the
deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code,
any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests
and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company
or a securities exchange offeror, then they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made
by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made, can be found in the Disclosure
Table on the Panel’s website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, then you should contact the Panel’s Market Surveillance Unit on +44 (0)20
7638 0129.
Publication of this announcement on website
A
copy of this announcement 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 this announcement.
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 announcement.
Quanex Contacts:
Investor Contact
Scott Zuehlke
SVP, Chief Financial Officer & Treasurer
713-877-5327
scott.zuehlke@quanex.com
Media Contact
Arielle Rothstein / Andrew Siegel / Lyle Weston
Joele Frank, Wilkinson Brimmer Katcher
+1-212-355-4449
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