Zep Inc.’s Stockholders Approve Merger with New Mountain Capital
June 25 2015 - 12:30PM
Business Wire
Zep Inc. (NYSE: ZEP), a leading consumable packaged goods
company that manufactures a wide variety of high performance
maintenance and cleaning chemicals, announced that its stockholders
approved the previously announced merger with an affiliate of New
Mountain Capital, L.L.C. at its special meeting of stockholders
held today.
Based on the tabulation of the stockholder vote, approximately
99.30% of the total votes cast, which represents approximately
80.66% of the total shares outstanding as of the May 22, 2015
record date for the special meeting, were voted in favor of the
merger.
Under the terms of the Merger Agreement, Zep’s stockholders will
receive $20.05 in cash per share at the closing of the transaction.
The transaction remains subject to customary closing conditions and
is expected to close on June 26, 2015.
Zep’s stockholders also approved, on an advisory (non-binding)
basis, the compensation that will or may become payable to Zep’s
named executive officers in connection with the merger.
Cautionary Statement Regarding Forward-Looking
Information
This communication contains, and other written or oral
statements made by or on behalf of the Company may include,
forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995. In addition, we or our
executive officers on our behalf, may from time to time make
forward-looking statements in reports and other documents that are
filed with the SEC or in connection with oral statements made to
the press, potential investors or others. Specifically,
forward-looking statements may include, but are not limited to,
statements relating to our future economic performance, business
prospects, revenue, income, and financial condition; and statements
preceded by, followed by, or that include the words “expects,”
“believes,” “intends,” “will,” “anticipates,” and similar terms
that relate to future events, performance, or our results. Examples
of forward-looking statements in this filing include, but are not
limited to, statements about the price, terms and closing date of
the proposed transaction and statements regarding stockholder and
regulatory approvals. Forward-looking statements are subject to
certain risks and uncertainties that could cause actual results,
expectations, or outcomes to differ materially from our historical
experience as well as management’s present expectations or
projections. These risks and uncertainties include, but are not
limited to: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (ii) the inability to complete the proposed merger due
the failure to satisfy any of the conditions of the proposed merger
within the proposed timeframe or at all; (iii) the failure to
obtain the necessary financing arrangements as set forth in the
debt and equity commitment letters delivered pursuant to the merger
agreement, or the failure of the proposed merger to close for any
other reason; (iv) risks related to disruption of management’s
attention from the Company’s ongoing business operations due to the
transaction; (v) the outcome of any legal proceedings, regulatory
proceedings or enforcement matters that may be instituted against
the Company and others relating to the merger agreement; (vi) the
risk that the pendency of the proposed merger disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the pendency of the proposed merger; (vii)
the effect of the announcement of the proposed merger on the
Company’s relationships with its customers, operating results and
business generally; and (viii) the amount of the costs, fees,
expenses and charges related to the proposed merger. Consider these
factors carefully in evaluating the forward-looking statements.
Additional factors that may cause results to differ materially from
those described in the forward-looking statements are set forth in
the Company’s Annual Report on Form 10-K for the fiscal year ended
August 31, 2014, which was filed with the SEC on November 12, 2014,
under the heading “Item 1A. Risk Factors,” and in subsequently
filed Forms 10-Q and 8-K. The forward-looking statements represent
the Company’s views as of the date on which such statements were
made and the Company undertakes no obligation to publicly update
such forward-looking statements.
About Zep Inc.
Zep Inc., with fiscal year 2014 net sales of approximately $700
million, is a leading consumable chemical packaged goods company
selling a wide variety of high-performance chemicals that help
professionals and prosumers clean, maintain and protect their
assets. We are focused on the attractive industry dynamics of the
transportation market and the industrial maintenance and repair
operation (“MRO”) market, which together now comprise approximately
63% of our revenue with the balance derived from sales into the
facilities maintenance vertical. We market these products and
services under well recognized and established brand names, such as
Zep®, Zep Commercial®, Zep Professional®, Zep Automotive®,
Enforcer®, Misty®, TimeMist®, TimeWick™, Country Vet®, Original
Bike Spirits®, Blue Coral®, Black Magic®, Rain-X®, Niagara
National™, FC Forward Chemicals®, Rexodan®, Mykal™, and a number of
private label brands. Founded in 1937, some of Zep Inc.’s brands
have been in existence since 1896. Zep Inc. is headquartered in
Atlanta, Georgia. Visit our website at www.zepinc.com.
About New Mountain Capital
New Mountain Capital is a New York-based private equity firm
that emphasizes business building and growth, rather than debt, as
it pursues long-term capital appreciation. The firm currently
manages private equity, public equity, and credit funds with over
$15 billion in aggregate capital commitments. New Mountain seeks
out what it believes to be the highest quality growth leaders in
carefully selected industry sectors and then works intensively with
management to build the value of these companies. For more
information on New Mountain Capital, please visit
www.newmountaincapital.com.
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Investor Contact:Zep Inc.Don De Laria, 404-350-6266VP,
Investor Relations & Communicationsdon.delaria@zep.com