Both companies' boards of directors have unanimously approved the transaction, full details of which are contained in an announcement made today in the United Kingdom under Rule 2.7 of the U.K. Takeover Code. Each Umeco director intends to vote in favor of the transaction, as each Umeco director who holds Umeco share has irrevocably undertaken to Cytec in relation to Umeco shares in which he holds an interest.
Cytec has also received irrevocable commitments from three shareholders to vote approximately 30% of Umeco's outstanding shares in favor of the transaction. These irrevocable commitments are subject to certain conditions, further details of which are described in the Rule 2.7 announcement. The transaction is expected to close in the third quarter of 2012.Both companies' boards of directors have unanimously approved the transaction, full details of which are contained in an announcement made today in the United Kingdom under Rule 2.7 of the U.K. #
The transaction will be structured as a "scheme of arrangement" under English law, and is subject to the approval of Umeco shareholders as well as other customary closing conditions, including approvals from relevant regulatory authorities and the U.K. High Court. The acquisition will be subject to the terms and conditions set out in the announcement made today in the U.K., and subject to such further terms as will be set out in the scheme of arrangement document to be delivered to Umeco shareholders. To become effective, the scheme of arrangement requires, among other things, the approval of a majority in number of Umeco shareholders, present and voting either in person or by proxy, representing 75% or more in value of the Umeco shares held by all holders. The acquisition is also subject to customary regulatory approvals. Upon the scheme of arrangement becoming effective, it will be binding on all Umeco shareholders.
Barclays is acting as financial advisor to Cytec and Squire Sanders is acting as its legal advisor.
A presentation will be made available shortly before the call via Cytec's Investor Relations website. A replay of the webcast will be available for 3 weeks via Cytec's investor relations website.
Cytec's vision is to deliver specialty chemicals and materials technologies beyond our customers' imagination. Our focus on innovation, advanced technology and application expertise enables us to develop, manufacture and sell products that change the way our customers do business.
Umeco is an international provider of advanced composite materials primarily to the aerospace & defense, wind energy, recreation and automotive industries.
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