Platform Acquisition Holdings Completes Acquisition of MacDermid, Incorporated - Combined entity renamed Platform Specialty Products Corporation, seeks NYSE listing
TORTOLA, B.V.I., Oct. 31, 2013 /PRNewswire/ -- Platform Acquisition Holdings Limited (LSE: PAH) ("Platform") announced today that it has completed its previously announced acquisition of MacDermid, Incorporated ("MacDermid") a global provider of high value-added specialty chemicals for approximately $1.8 billion and up to $100 million of contingent consideration. With the closing of this transaction, Platform has been renamed Platform Specialty Products Corporation ("PSP" or "the Company") and will now look to complete a listing of its shares on the New York Stock Exchange. Platform's shares and warrants remain suspended from trading on the London Stock Exchange and are not expected to resume trading on the London Stock Exchange.
At the closing of the transaction, the Company paid approximately $925 million in cash and additionally delivered approximately $100 million of new equity to the sellers, with the balance of the consideration at Closing being the assumption of MacDermid first lien bank debt. The equity issued consisted of shares of a wholly owned subsidiary of Platform that may be exchanged for shares of Platform after one year. The Company funded the cash portion of the purchase price and related transaction expenses with a combination of cash on hand and approximately $145 million of proceeds from an initial closing of a warrant exchange offer. The remaining portion of the purchase price will be delivered in cash or stock following the effectiveness of the Company's registration statement and NYSE listing.
Martin E. Franklin, PSP's Chairman, commented, "The successful closing of this transaction is a significant milestone for Platform, as PSP will now serve as a foundation for building a portfolio of industry-leading, best-in-class specialty chemical businesses. Our clear vision, disciplined acquisition strategy, and talented management team provide us with the tools necessary to accelerate growth and drive success at PSP."
Dan Leever, PSP's Chief Executive Officer, added, "Today marks an exciting and transformative day in MacDermid's 90-year history. As we officially enter under the PSP umbrella, we are presented with stronger organic and acquisition growth opportunities that we believe will help us realize our vision of becoming a leading player in the overall specialty chemical space."
With the closing of this transaction, Platform has changed the composition of its Board of Directors. Martin E. Franklin, Founder and Executive Chairman of Jarden Corporation, is now PSP's Chairman. Dan Leever, who served as MacDermid's Chairman and Chief Executive Officer, has been appointed PSP's Vice Chairman and CEO. Nicolas Berggruen, Co-Founder of Platform, will remain on the Board. In addition, each of Ian G. H. Ashken, a Co-Founder, Vice Chairman and CFO of Jarden Corporation, Michael Goss, a Managing Director of Bain Capital, Stanley O'Neal, formerly Chief Executive Officer and Chairman of the Board of Merrill Lynch & Co. and Ryan Israel a partner at Pershing Square Capital Management, has joined the Board. Each of the Company's non-founder directors, Lord Paul Myners, Alun Cathcart and Alain Minc, has resigned his position from the Board.
Forward-Looking Statements and Disclaimers
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities.
This announcement is not an offer of securities for sale or a solicitation of an offer to purchase securities of Platform.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts, including expectations regarding (i) the date by which Platform shares will be listed on the New York Stock Exchange, (ii) the benefits of the MacDermid technology and strategy and its impact on MacDermid's future financial performance and (iii) the future operating and financial performance of PSP. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including (i) the ability of Platform to have a registration statement declared effective by the SEC, (ii) the ability of Platform to meet the NYSE listing criteria and (iii) economic conditions, competition and other risks that may affect MacDermid's future performance. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
MacDermid Inc. is a leading global producer of high technology, specialty chemical products and a provider of technical services. For more than 90 years, MacDermid has manufactured dynamic chemistries, through the blending of raw materials in complex, innovative multi-step technological processes. MacDermid operates in two segments, Performance Materials and Graphic Solutions, serving approximately 3,500 customers in over 20 countries across the industrials, electronics, graphic arts, oil production and drilling and plastics finishing industries. Established in 1922 and headquartered in Waterbury, Connecticut, MacDermid employs over 2,000 people in multiple sites throughout the world. Additional information on MacDermid and its products and services is available at www.macdermid.com.
Platform Specialty Products Corporation FKA Platform Acquisition Holdings Limited (LSE: PAH) completed its IPO in May 2013. The Company was formed to undertake an acquisition of a target company or business with an expected enterprise value of between $750 million and $2.5 billion and to operate the acquired business and implement an operating strategy with a view to generating value for shareholders. More information on Platform is available at http://www.platformspecialtyproducts.com.
This announcement is not a prospectus and not an offer for sale, or a solicitation of an offer to acquire, securities in any jurisdiction including in or into the United States, Canada, Australia, or Japan. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Registration Statement intended to be filed by Platform Acquisition Holdings Limited in due course in connection with the registration of its shares with the U.S. Securities and Exchange Commission ("SEC"). PLATFORM SHAREHOLDERS ARE URGED TO READ CAREFULLY THE PROSPECTUS (AS DEFINED BELOW) TOGETHER WITH OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Copies of the Registration Statement will, following its filing, be available on the website of the SEC at www.sec.gov.
Platform will file with the SEC a registration statement on Form S-4 containing a prospectus with respect to the securities to be offered to certain shareholders of MacDermid and those securities to be listed on the New York Stock Exchange (the "Prospectus"). PLATFORM SHAREHOLDERS AND THOSE MACDERMID SHAREHOLDERS WHO ARE RECEIVING STOCK ARE URGED TO READ CAREFULLY THE PROSPECTUS TOGETHER WITH OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the Prospectus and other documents filed with the SEC by Platform through the website maintained by the SEC at www.sec.gov.
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SOURCE Platform Acquisition Holdings Limited