Ashland Inc. provides update on its planned separation of Valvoline
April 13 2016 - 04:30PM
April 13, 2016
COVINGTON, Ky. - Ashland Inc. (NYSE: ASH) today
provided an update on the previously announced plan to separate
Ashland into two independent, publicly traded companies: the new
Ashland, composed of Ashland Specialty Ingredients and Ashland
Performance Materials, and Valvoline, composed of Ashland's
Valvoline business segment. Ashland announced that the separation
process and timeline remain on track; the preparatory work for the
separation, including the carve-out audit and the creation of
standalone operating entities, is proceeding on the expected
timetable.
Subject to sufficiently attractive market
conditions, Ashland plans to pursue an initial public offering (the
"IPO") of up to 20 percent of the common stock of Valvoline as a
first step in the separation. The company expects to file a
registration statement for the common stock of Valvoline with the
Securities and Exchange Commission in mid-calendar year 2016 and
complete the IPO during the fourth quarter of calendar year 2016.
Ashland currently expects that it would distribute the remaining
common stock of Valvoline to Ashland's shareholders upon expiration
of the IPO lock-up (typically six months after completion of the
IPO).
Ashland's objective in pursuing an IPO of
Valvoline as the first step in the planned separation is to create
two strong independent companies, each with a targeted mid-to-high
BB ratings profile consistent with what was communicated at the
time of announcement. The resultant capital structures for
Valvoline and new Ashland are expected to provide an optimal level
of financial flexibility for each company to pursue its long-term
strategies. In addition, Ashland expects the planned IPO will allow
Valvoline to establish a core shareholder base in advance of the
distribution of the remaining common stock, and facilitate
industry-specific research coverage for Valvoline.
This news release is being made pursuant to, and
in accordance with, Rule 135 under the Securities Act of 1933, as
amended. This news release does not constitute an offer to sell or
the solicitation of an offer to buy securities, and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of that
jurisdiction.
About Ashland
Ashland Inc. (NYSE: ASH) is a global leader in providing specialty
chemical solutions to customers in a wide range of consumer and
industrial markets, including adhesives, architectural coatings,
automotive, construction, energy, food and beverage, personal care
and pharmaceutical. Through our three business units - Ashland
Specialty Ingredients, Ashland Performance Materials and Valvoline
- we use good chemistry to make great things happen for customers
in more than 100 countries. Visit ashland.com to learn more.
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C-ASH
Forward-Looking
Statements
This news release contains forward-looking
statements. Ashland has identified some of these forward-looking
statements with words such as "anticipates," "believes," "expects,"
"estimates," "is likely," "predicts," "projects," "forecasts,"
"objectives," "may," "will," "should," "plans" and "intends" and
the negative of these words or other comparable terminology. These
forward-looking statements include statements relating to status of
the separation process, the plan to pursue an IPO of up to 20
percent of the common stock of Valvoline and the expected
completion of the separation through the subsequent distribution of
Valvoline common stock, the expected timing of filing of a
registration statement for the registration of common stock of
Valvoline in the IPO, the anticipated timing of completion of the
planned IPO and subsequent distribution of the remaining Valvoline
common stock, and Ashland's and Valvoline's expected ratings
profiles, capital structures, future financial flexibility and
ability to pursue their long-term strategies. In addition, Ashland
may from time to time make forward-looking statements in its annual
report, quarterly reports and other filings with the Securities and
Exchange Commission (SEC), news releases and other written and oral
communications. These forward-looking statements are based on
Ashland's expectations and assumptions, as of the date such
statements are made, regarding Ashland's future operating
performance and financial condition, including the proposed
separation of its specialty chemicals and Valvoline businesses, the
proposed IPO of its Valvoline business, the expected timetable for
completing the IPO and the separation, the future financial and
operating performance of each company, strategic and competitive
advantages of each company, the leadership of each company, and
future opportunities for each company, as well as the economy and
other future events or circumstances. Ashland's expectations and
assumptions include, without limitation, internal forecasts and
analyses of current and future market conditions and trends,
management plans and strategies, operating efficiencies and
economic conditions (such as prices, supply and demand, cost of raw
materials, and the ability to recover raw-material cost increases
through price increases), and risks and uncertainties associated
with the following: the possibility that the proposed IPO or
separation will not be consummated within the anticipated time
period or at all, including as the result of regulatory, market or
other factors; the potential for disruption to Ashland's business
in connection with the proposed IPO or separation; the potential
that the new Ashland and Valvoline do not realize all of the
expected benefits of the proposed IPO or separation or obtain the
expected credit ratings following the proposed IPO or separation;
Ashland's substantial indebtedness (including the possibility that
such indebtedness and related restrictive covenants may adversely
affect Ashland's future cash flows, results of operations,
financial condition and its ability to repay debt); the impact of
acquisitions and/or divestitures Ashland has made or may make
(including the possibility that Ashland may not realize the
anticipated benefits from such transactions); the global
restructuring program (including the possibility that Ashland may
not realize the anticipated revenue and earnings growth, cost
reductions and other expected benefits from the program); Ashland's
ability to generate sufficient cash to finance its stock repurchase
plans; severe weather, natural disasters, and legal proceedings and
claims (including environmental and asbestos matters). Various
risks and uncertainties may cause actual results to differ
materially from those stated, projected or implied by any
forward-looking statements, including, without limitation, risks
and uncertainties affecting Ashland that are described in its most
recent Form 10-K (including Item 1A Risk Factors) filed with the
SEC, which is available on Ashland's website at
http://investor.ashland.com or on the SEC's website at
http://www.sec.gov. Ashland believes its expectations and
assumptions are reasonable, but there can be no assurance that the
expectations reflected herein will be achieved. Unless legally
required, Ashland undertakes no obligation to update any
forward-looking statements made in this news release whether as a
result of new information, future event or otherwise.
FOR FURTHER
INFORMATION:
Investor Relations:
Seth A.
Mrozek
+1 (859) 815-3527
samrozek@ashland.com
Media Relations:
Gary
Rhodes
+1 (859) 815-3047
glrhodes@ashland.com
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Ashland Inc. via Globenewswire
HUG#2003420
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