BERWYN, Pa.--(BUSINESS WIRE)--
Trinseo
(NYSE TSE), a global materials solutions provider and manufacturer of
plastics, latex binders and synthetic rubber, today announced that Bain
Capital Everest Manager Holding SCA has agreed to sell 9,600,000
ordinary shares pursuant to the Company’s shelf registration statement
filed with the Securities and Exchange Commission. The Selling
Shareholder will receive all of the net proceeds from this offering. No
shares are being sold by the Company. Goldman, Sachs & Co. is acting as
the sole book-running manager for the offering.
Concurrently with and subject to the completion of the offering, the
Company has agreed to repurchase from the Underwriter 1,600,000 of the
ordinary shares that are being sold by the Selling Shareholder in the
offering at a price per-share equal to the price per-share to be paid by
the Underwriter to the Selling Shareholder. Because a repurchase
transaction will be completed as part of the offering, in order to
satisfy certain requirements of Luxembourg law, promptly following the
completion of the offering, the Company intends to commence a tender
offer to offer to purchase up to an additional 1,075,000 shares from its
shareholders (other than the Selling Shareholder) at the same price per
share that it paid to the Underwriter for the shares repurchased as part
of this offering. The Company intends to fund the share repurchases with
cash on hand.
A shelf registration statement (including a prospectus) relating to the
offering of ordinary shares was filed with the SEC on March 15, 2016 and
became effective on March 18, 2016. Before you invest, you should read
the prospectus included in that registration statement and the documents
incorporated by reference in that registration statement as well as the
prospectus supplement related to this offering. You may obtain these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
When available, copies of the prospectus supplement and accompanying
prospectus related to the offering may also be obtained by contacting
Goldman, Sachs & Co., c/o Prospectus Department, 200 West Street, New
York, New York 10282, by calling (866) 471-2526, by facsimile at (212)
902-9316 or by email at prospectus-ny@ny.email.gs.com.
The offering of these securities will be made only by means of a
prospectus supplement and the accompanying prospectus.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or other jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction. Any offer to buy the securities may be withdrawn or
revoked, without obligation or commitment of any kind, at any time prior
to notice of its acceptance given after the effective date of the shelf
registration statement.
About Trinseo
Trinseo (NYSE: TSE) is a global materials solutions provider and
manufacturer of plastics, latex binders, and synthetic rubber. We are
focused on delivering innovative and sustainable solution to help our
customers create products that touch lives every day — products that are
intrinsic to how we live our lives — across a wide range of end-markets,
including automotive, consumer electronics, appliances, medical devices,
lighting, electrical, carpet, paper and board, building and
construction, and tires. Trinseo had approximately $4.0 billion in
revenue in 2015, with 18 manufacturing sites around the world, and more
than 2,200 employees.
Note on Forward-Looking Statements
This press release may contain “forward-looking statements” within the
meaning of the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” and similar expressions are intended to
identify such forward-looking statements. By their nature,
forward-looking statements involve risks and uncertainties because they
relate to events and depend on circumstances that may or may not occur
in the future, including risks and uncertainties relating to the
consummation of the proposed offering by the Selling Shareholder and the
repurchase by the Company and the risks identified, or incorporated by
reference, in the prospectus supplement or accompanying prospectus. As a
result of the foregoing considerations, you are cautioned not to place
undue reliance on these forward-looking statements, which speak only as
of the date of this press release. All forward-looking statements are
qualified in their entirety by this cautionary statement. The Company
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information for Investors
This communication is for informational purposes only, is not a
recommendation to buy or sell Trinseo ordinary shares, and does not
constitute an offer to buy or the solicitation to sell ordinary shares
of Trinseo. The tender offer described in this communication has not yet
commenced, and there can be no assurances that Trinseo will commence the
tender offer on the terms described in this communication or at all. The
tender offer will be made only pursuant to the Offer to Purchase, Letter
of Transmittal and related materials that Trinseo expects to file with
the Securities and Exchange Commission upon commencement of the tender
offer.
SHAREHOLDERS ARE URGED TO CAREFULLY READ THE OFFER TO PURCHASE, LETTER
OF TRANSMITTAL AND RELATED MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND
CONDITIONS TO, THE TENDER OFFER, THAT SHAREHOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
Once the tender offer is commenced, shareholders will be able to obtain
a free copy of the tender offer statement on Schedule TO, the Offer to
Purchase, Letter of Transmittal and other documents that Trinseo will be
filing with the Securities and Exchange Commission at the Commission’s
website at www.sec.gov.
Additional copies of these materials may be obtained for free by
contacting Trinseo at 1000 Chesterbrook Boulevard, Suite 300, Berwyn, PA
19312, Attn: Corporate Secretary, or Okapi Partners, LLC, the
information agent for the tender offer, at (855)208-8903 or by email at info@okapipartners.com.
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Source: Trinseo