WR GRACE & CO: Submission of Business to Securityholder Vote, Other Events, Financial Statements, and Exhibits (Form 8-K)

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Item 5.07 Submission of Matters to the Vote of Securityholders.

At September 17, 2021, WR Grace & Co., a Delaware company (“Grace”), held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals relating to the Agreement and the Merger Plan (the “Merger Agreement”), dated April 26, 2021, by and among WR Grace Holdings LLC (Previously
Gibraltar Acquisition Holdings LLC), a Delaware limited liability company (“Parent”), Gibraltar Fusion Sub Inc., a Delaware parent company and wholly owned subsidiary (“Fusion Sub”), and Grace, pursuant to which Merger Sub will merge with and into Grace (the “Merger”), Grace surviving the Merger as a wholly owned subsidiary of Parent .

From August 9, 2021, on the date of registration of the extraordinary meeting, there were 66,270,051 ordinary shares, of par value $ 0.01 per share, of Grace (“Common Shares”), outstanding, each entitled to one vote for each motion at the Special Meeting. At the special meeting, a total of 46,227,330 common shares, representing approximately 69.76% of the outstanding common voting shares, were present in person or by proxy, constituting a quorum for the conduct of business.

At the special meeting, the following proposals were discussed:

(1) the proposal to adopt the merger agreement;

(2) the proposal to approve, in an advisory (non-binding) capacity, the remuneration

     that may be paid or become payable to Grace's named executive officers that
     is based on or otherwise relates to the Merger Agreement and the transactions
     contemplated by the Merger Agreement; and


(3) the proposal to adjourn the extraordinary meeting to a later date or dates if

     necessary or appropriate to solicit additional proxies if there are
     insufficient votes to approve the proposal to adopt the Merger Agreement at
     the time of the Special Meeting.


The proposals were approved by the required vote of Grace shareholders.

The final voting results for each proposal are shown below. For more information on each of these proposals, see Grace’s definitive proxy circular filed with the United States Securities Commission (the “SEC”) on August 10, 2021.

1. Proposal to adopt the merger treaty:

   For       Against   Abstain

46,055,069   133,576   38,684



2. Proposal to approve, in an advisory (non-binding) capacity, the remuneration that

   may be paid or become payable to Grace's named executive officers that is
   based on or otherwise relates to the Merger Agreement and the transactions
   contemplated by the Merger Agreement:



   For        Against     Abstain

25,514,190   20,544,485   168,654



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3. Proposal to postpone the Special Assembly to a later date or dates if necessary

   or appropriate to solicit additional proxies if there are insufficient votes
   to approve the proposal to adopt the Merger Agreement at the time of the
   Special Meeting:



   For        Against    Abstain

44,352,299   1,753,927   121,102



Although Proposal # 3 was approved by the votes indicated above, an adjournment of the Extraordinary Meeting was not necessary due to the approval of Proposal # 1.

In accordance with the terms of the Merger Agreement, the completion of the Merger remains subject to various customary conditions, in particular (1) the absence of an order, injunction or law prohibiting the Merger, (2) the accuracy of the declarations and guarantees of the other party, subject to certain material standards set out in the Merger Agreement, (3) compliance in all material respects with the obligations of the other party under the Merger Agreement and ( 4) no material adverse effects of the Company (as defined in the Merger Agreement) have occurred since the date of the Merger Agreement. As of the date of this current report on Form 8-K, Grace expects to complete the merger on September 22, 2021.

Item 8.01 Other Events.


At September 17, 2021, Grace issued a press release announcing the adoption of the Merger Agreement by its shareholders. A copy of the press release is attached as Exhibit 99.1 attached and incorporated herein by reference.

Article 9.01. Financial statements and supporting documents.



  (d) Exhibits



Exhibit No.   Description of Exhibit                           Location
   99.1       Press Release dated September 17, 2021           Filed herewith
    104       Cover Page Interactive Data File (formatted as   Filed herewith
              Inline XBRL and included in Exhibit 101)


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Caution regarding forward-looking statements

Certain statements contained in this communication may contain forward-looking statements, that is, information relating to future events and not past. Such statements usually include the words “believes”, “plans”, “intends”, “objectives”, “will”, “expects”, “suggests”, “anticipates”, “prospect”, “Continue” or similar expressions. Forward-looking statements include, without limitation, statements regarding: financial positions; results of operations; cash flow; financing plans; business strategy; operating plans; capital and other expenses; impact of COVID-19 on Grace’s business; competitive positions; growth opportunities for existing products; benefits from new technologies; the benefits of cost reduction initiatives; succession planning; securities markets; the expected timing of the Merger closing and the potential benefits of the Merger. Grace is subject to risks and uncertainties which could cause actual results or events to differ materially from its projections or which could cause forward-looking statements to prove to be inaccurate. Factors that could cause actual results or events to differ materially from those contained in forward-looking statements include, but are not limited to: risks relating to foreign operations, particularly in areas of active conflict and in emerging regions; the costs and availability of raw materials, energy and transport; the effectiveness of Grace’s investments in research and development and growth; acquisitions and disposals of assets and businesses; developments affecting Grace’s outstanding debt; developments affecting Grace’s pension obligations; legacy issues (including product, environmental and other legacy responsibilities) related to Grace’s past business; its legal and environmental procedures; environmental compliance costs (including existing and potential climate change laws and regulations); the inability to establish or maintain certain business relationships; inability to hire or retain key personnel; natural disasters such as storms and floods; fires and force majeure; the economics of our customers’ industries, including the petroleum refining, petrochemicals and plastics industries, and changing consumer preferences; public health and safety issues, including pandemics and quarantines; changes in tax laws and regulations; international trade disputes, tariffs and penalties; the potential effects of cyber attacks; the occurrence of any event, change or other circumstance that may result in the termination of the Merger Agreement; failure to comply with any of the other conditions for the completion of the Merger; the risks associated with the financing necessary for the completion of the Merger; the effect of the merger announcement on Grace’s ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its results of operations and businesses in general ; the effects of the Merger on the integration of the Fine Chemistry Services activity acquired by Grace from Albemarle Corporation for approximately $ 570 million, which was announced by Grace on February 26, 2021 and consumed on June 1, 2021; risks associated with disruption of management’s attention to ongoing business operations as a result of the Merger; the ability to meet expectations regarding the timing and completion of the Merger; significant transaction costs, fees, expenses and charges; the risk of litigation and / or regulatory actions related to the Merger; other trade effects, including effects of industry, market, economic, political, regulatory or global health conditions (including new or ongoing effects of the COVID-19 pandemic), and d ” other factors detailed in Grace’s annual report on Form 10-K filed with the SECOND for the year ended December 31, 2020 and other documents filed by Grace with the SECOND, which are available at http://www.sec.gov and on Grace’s website at www.grace.com. Our reported results should not be taken as an indication of our future performance. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Grace does not undertake to publicly disclose any revisions to our forward-looking projections and statements, or to update them to reflect events or circumstances occurring after the dates on which such projections and statements are made.

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