UPDATE: American Securities Completes Its Tender Offer for Shares of GenTek Inc.
October 28 2009 - 12:17PM
Marketwired
ASP GT Holding Corp. and ASP GT Acquisition Corp., wholly-owned
subsidiaries of investment funds managed by American Securities
LLC, a private equity firm, announced today the successful
completion of the tender offer for all outstanding shares of common
stock of GenTek Inc. (NASDAQ: GETI). ASP GT Holding Corp. intends
to complete the acquisition of GenTek promptly.
The tender offer and withdrawal rights expired at 12:00
Midnight, New York City time, on Tuesday, October 27, 2009. The
depositary for the tender offer has advised that, as of the
expiration time, approximately 9,593,530 shares (including
approximately 302,891 shares subject to guarantees of delivery)
were validly tendered and not withdrawn, representing approximately
93% of all outstanding shares. All shares that were validly
tendered and not properly withdrawn have been accepted for
purchase. ASP GT Acquisition Corp. will promptly pay for such
shares, at the offer price of $38.00 per share, net to the seller
in cash, without interest and less any applicable withholding
taxes.
ASP GT Holding Corp. intends to effect a "short-form" merger
under Delaware law and GenTek will become a direct, wholly-owned
subsidiary of ASP GT Holding Corp. As a result of the merger, any
shares of GenTek common stock not tendered will be cancelled and
(except for shares held in the treasury of GenTek or by GenTek's
subsidiaries, ASP GT Holding Corp. or ASP GT Acquisition Corp., or
shares for which appraisal rights are properly demanded) will be
converted into the right to receive the same $38.00 in cash per
share, without interest and less any applicable withholding taxes,
that was paid in the tender offer.
Following the merger, GenTek common stock will cease to be
traded on the NASDAQ Global Select Market.
About American Securities LLC
Headquartered in New York with an office in Shanghai, American
Securities LLC is a U.S. middle-market private equity firm that
invests in market-leading companies in North America with annual
revenues generally ranging between $100 million to $1 billion.
Investments are funded from more than $6 billion of committed
capital. The firm traces its roots to the family office founded in
1947 by William Rosenwald to invest and manage his share of his
family's Sears, Roebuck & Co. fortune. More information on
American Securities LLC can be found at
www.american-securities.com.
Additional Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer has
been made pursuant to a tender offer statement and related
materials. GenTek stockholders are advised to read the tender offer
statement and related materials, which have been filed by ASP GT
Holding Corp. and ASP GT Acquisition Corp. with the SEC. The tender
offer statement (including the Offer to Purchase, letter of
transmittal and related tender offer documents) filed by ASP GT
Holding Corp. and ASP GT Acquisition Corp. with the SEC and the
solicitation/recommendation statement filed by GenTek with the SEC
contain important information which should be read carefully before
any decision is made with respect to the tender offer. The tender
offer statement and the solicitation/recommendation statement have
been mailed to all GenTek stockholders of record.
The tender offer statement and related materials may be obtained
at no charge by directing a request by mail to MacKenzie Partners,
Inc., 105 Madison Avenue, New York, New York 10016, or by calling
toll-free at (800) 322-2885, and may also be obtained at no charge
at the website maintained by the SEC at http://www.sec.gov/.
DISCLOSURE NOTICE: The information contained in this release is
as of October 28, 2009. Except as required by law, ASP GT Holding
Corp. and ASP GT Acquisition Corp. do not assume any obligation to
update any forward-looking statements contained in this release as
a result of new information or future events or developments. Some
statements in this release may constitute forward-looking
statements. ASP GT Holding Corp. and ASP GT Acquisition Corp.
caution that these forward-looking statements are subject to risks
and uncertainties that may cause actual results to differ
materially from those indicated in the forward-looking statements,
including the risk that the tender offer may not be completed or
the merger may not be consummated for various reasons, including
the failure to satisfy the conditions precedent to the completion
of the acquisition. Forward-looking statements in the press release
should be evaluated together with the many uncertainties that
affect GenTek's business, particularly those identified in the
cautionary factors discussion in GenTek's Annual Report on Form
10-K for the year ended December 31, 2008, its Quarterly Reports on
Form 10-Q, and Current Reports on Form 8-K.
Contact: Anne Board Head of External Relations American
Securities LLC (212) 476-8000
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