BERWYN, Pa.--(BUSINESS WIRE)--
Trinseo
(NYSE:TSE), a global materials solutions provider and manufacturer of
plastics, latex binders and synthetic rubber today announced that it has
commenced a tender offer to repurchase up to 1,165,000 of its ordinary
shares at a price of $35.63 per share. The tender offer will expire at
5:00 p.m., New York City Time on April 25, 2016, unless extended.
Trinseo will fund the tender offer with existing cash on the Company’s
balance sheet. Trinseo is conducting this tender offer in order to
satisfy certain requirements of Luxembourg law following the repurchase
by the Company of 1,600,000 ordinary shares as part of the secondary
offering of the Company’s ordinary shares that was completed on March
24, 2016.
Shareholders will receive the purchase price in cash, subject to
applicable withholding and without interest. If the total number of
shares tendered exceeds 1,165,000 shares, Trinseo will purchase shares
on a pro rata basis (subject to the “odd lot” priority) from all
shareholders who tendered shares.
Tenders of shares must be made prior to the expiration of the tender
offer and may be withdrawn at any time prior to the expiration of the
tender offer. The Company has retained Okapi Partners LLC to act as
information agent and American Stock Transfer and Trust Company, LLC to
act as depositary in connection with the tender offer. Shareholders with
questions, or who would like to receive additional copies of the tender
offer documents, may call the information agent toll-free at (855)
208-8903.
The terms and conditions of the tender offer are described in the “Offer
to Purchase” and the related “Letter of Transmittal” that have been
filed with the U.S. Securities and Exchange Commission.
Trinseo’s board of directors has authorized the tender offer. However,
none of the Company, the Company’s board of directors or management or
the information agent is making any recommendation to you as to whether
you should tender or refrain from tendering your shares. No person is
authorized to make any such recommendation. Shareholders must make their
own decisions as to whether to tender their shares. You must decide
whether to tender your shares and, if so, how many shares to tender. In
doing so, shareholders should read carefully the information in, or
incorporated by reference in, the Offer to Purchase and the Letter of
Transmittal (as they may be amended or supplemented), including the
purpose and effects of the offer. Shareholders are urged to discuss
their decisions with their own broker or other financial or tax advisor.
Each of the Company’s directors and executive officers has advised the
Company that they do not intend to tender any shares owned by them in
the tender offer. In addition, Bain Capital Everest Manager Holding SCA,
which was the selling shareholder in the secondary offering that was
completed on March 24, 2016, has advised the Company that it does not
intend to tender any of the remaining shares owned by it in the tender
offer.
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 solutions 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.” 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
repurchase by the Company and the risks identified, or incorporated by
reference, in the Offer to Purchase. 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’s ordinary shares, and does not
constitute an offer to buy or the solicitation to sell ordinary shares of
Trinseo. The tender offer will be made only pursuant to the Offer to
Purchase, Letter of Transmittal and related materials to be filed
contemporaneously by Trinseo with the Securities and Exchange Commission.
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.
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, 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160328005677/en/
Source: Trinseo