BEACHWOOD, Ohio, Oct. 10, 2019 /PRNewswire/ -- OMNOVA Solutions
Inc. (NYSE: OMN) announced that during a special shareholder
meeting today, OMNOVA shareholders approved the merger agreement
under which Synthomer plc will acquire all outstanding OMNOVA
common shares. Upon completion of the merger, OMNOVA shareholders
will be entitled to receive $10.15
per share for each share owned.
OMNOVA President and Chief Executive Officer Anne Noonan said, "We are pleased that OMNOVA
shareholders have overwhelmingly supported the pending merger with
Synthomer, which represents a tremendous strategic and
value-creating opportunity. The combined company will have an
expanded global platform and portfolio to serve customers, greater
supply chain and manufacturing scale to more efficiently produce
and distribute product, an increased innovation pipeline to
accelerate future growth, and a stronger balance sheet to drive
inorganic growth opportunities."
The closing of the Merger remains subject to the satisfaction of
customary closing conditions, including the receipt of regulatory
clearances in the European Union and Turkey. OMNOVA and Synthomer continue to
target closing the transaction in late 2019; however, there can be
no assurances regarding the timing of completion of regulatory
clearance, which could delay the closing to early 2020.
About OMNOVA
OMNOVA Solutions Inc. is a global innovator of
performance-enhancing chemistries and surfaces used in products for
a variety of commercial, industrial and residential applications.
As a strategic business-to-business supplier, OMNOVA provides
The Science in Better Brands, with emulsion polymers,
specialty chemicals, and functional and decorative surfaces that
deliver critical performance attributes to top brand-name, end-use
products sold around the world. OMNOVA's sales for the last twelve
months ended August 31, 2019 were
approximately $760 million. The
Company has a global workforce of approximately 1,900. Visit OMNOVA
Solutions on the internet at www.omnova.com.
About Synthomer
Synthomer is a top-five global supplier of emulsion
and specialty polymers, producing innovative formulations to
support customers in a range of industries, from construction
through paints and coatings to healthcare. With headquarters in
London, the Group operates 25
production sites, four global R&D centers and has sales in all
geographies. Synthomer has a strong track record of organic growth
and progress has been further underpinned by three bolt-on
acquisitions since 2016. The Group has approximately 2,900
employees and reported FY 2018 revenues of £1.6 billion
($2.1 billion USD).
www.synthomer.com
Cautionary Note Regarding Forward-Looking Statements
This press release includes descriptions of OMNOVA's current
business, operations, and financial condition, as well as
"forward-looking statements" as defined by federal securities laws.
All forward-looking statements by the Company, including verbal
statements, are intended to qualify for the protections afforded
forward-looking statements under the Private Securities Litigation
Reform Act of 1995. Forward-looking statements reflect Management's
current expectation, judgment, belief, assumption, estimate or
forecast about future events, circumstances or results and may
address business conditions and prospects, strategy, capital
structure, debt and cash levels, sales, profits, earnings, markets,
products, technology, operations, customers, raw materials, claims
and litigation, financial condition, and accounting policies among
other matters. Words such as, but not limited to, "will," "may,"
"should," "projects," "forecasts," "seeks," "believes," "expects,"
"anticipates," "estimates," "intends," "plans," "targets,"
"optimistic," "likely," "would," "could," "committed," and similar
expressions or phrases identify forward-looking statements.
All descriptions of OMNOVA's current business, operations and
assets, as well as all forward-looking statements, involve risks
and uncertainties. Many risks and uncertainties are inherent in
business generally. Other risks and uncertainties are more specific
to the Company's businesses and strategy, or to any new businesses
the Company may enter into or acquire. There also may be risks and
uncertainties not currently known to the Company. The occurrence of
any such risks and uncertainties and the impact of such occurrences
is often not predictable or within the Company's control. Such
impacts could adversely affect the Company's business, operations,
or financial condition, as well as the Company's actual and
projected results and the value of your investment in the Company.
In some cases, such impact could be material. Certain risks and
uncertainties facing the Company are described below or in the
Company's Quarterly Report on Form 10-Q and Annual Report on Form
10-K.
All written and verbal descriptions of OMNOVA's business,
operations, and financial condition and all forward-looking
statements attributable to the Company or any person acting on the
Company's behalf are expressly qualified in their entirety by the
risks, uncertainties, and cautionary statements contained or
referenced herein. All such descriptions and any forward-looking
statements speak only as of the date on which such description or
statement is made, and the Company undertakes no obligation, and
specifically declines any obligation, other than that imposed by
law, to publicly update or revise any such description or
forward-looking statements whether as a result of new information,
future events or otherwise.
The Company's actual and projected results and the value of your
investment in OMNOVA may differ, perhaps materially, from
expectations due to a number of risks and uncertainties including,
but not limited to: Among others, the following uncertainties and
other factors could cause actual outcomes to differ from those set
forth in the forward-looking statements: (i) the risk that the
contemplated transactions may not be consummated in a timely
manner, if at all; (ii) the risk that the definitive merger
agreement may be terminated in circumstances that require the
Company to pay Synthomer a termination fee; (iii) risks related to
the diversion of management's attention from the Company's ongoing
business operations; (iv) the effect of the announcement of the
proposed transaction on the Company's business relationships
(including, without limitation, customers and suppliers), operating
results and business generally; (v) risks related to obtaining the
requisite consents to the proposed transaction, including, without
limitation, the timing (including possible delays) and receipt of
regulatory clearance from governmental authorities (including any
conditions, limitations or restrictions placed on these approvals)
and the risk that one or more governmental authority may deny any
such approval; and (vi) the conditions of the capital markets
during the period covered by the forward-looking statements.
Further risks that could cause actual results to differ materially
from those matters expressed in or implied by such forward-looking
statements are set forth under "Risk Factors" in the Company's
Annual Report on Form 10-K for the fiscal year ended November 30, 2018, and its subsequent quarterly
reports on Form 10-Q, which are available online at www.omnova.com
and www.sec.gov.. The Company does not undertake, and hereby
disclaims, any duty to update these forward-looking statements,
although its situation and circumstances may change in the
future.
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SOURCE OMNOVA Solutions Inc.