Quanex Building Products Corporation (the "Offeror") has made an offer for Tyman plc (the "Offeree"), and the transaction is being implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The offer includes a recommended cash and share offer for the entire issued and to be issued share capital of the Offeree not already owned or agreed to be acquired by the Offeror.
The Offeror has announced that the Offeree shall be permitted, conditional on completion of the transaction, to declare and pay a special interim dividend of up to 15 pence per Offeree share in cash to all Offeree shareholders on the register of members at the Scheme Record Time.
As part of the irrevocable undertaking, the Offeree shareholders have agreed to vote in favor of the Scheme or accept the Offer and take certain other steps outlined in the Undertaking in connection with the implementation of the Transaction.
The shareholders have undertaken to procure that the registered holders will comply with the terms of the Undertaking and will not take any action which would cause them to cease having the relevant power and authority to enter into and perform the obligations in the Undertaking. Moreover, they have agreed to exercise any voting rights attached to the shares in favor of the resolutions to approve and implement the Scheme at any relevant court-convened, class, or general meetings of Offeree shareholders, necessary to implement the Offer.
Additionally, the shareholders have agreed to not sell, transfer, gift, charge, pledge, encumber, or dispose of the shares, accept or give any undertaking to accept any other offer, vote in favor of any other scheme relating to the acquisition of the shares in the Offeree, or acquire any further interests in or otherwise deal in any securities of the Offeree or the Offeror, unless permitted by the Takeover Code, law, and regulation.
The press release does not provide specific financial metrics or changes in metrics since the last period. The market has reacted to these announcements by moving the company's shares -2.4% to a price of $27.53. For the full picture, make sure to review Quanex Building Products's 8-K report.
