LEHIGH VALLEY, Pa.,
July 28, 2016 /PRNewswire/ -- Air
Products (NYSE: APD) has filed an amended Form 10 registration
statement* with the United States Securities and Exchange
Commission (SEC) for its Electronic Materials Division (EMD)
spin-off company, Versum Materials**.
The filing includes detailed information about the business'
performance, including Versum audited combined financial statements
and Versum unaudited pro-forma financial statements. With strong
customer focus, high margins, low capital intensity, and strong
cash flow, the filing also highlights Versum's opportunities to
capture additional, profitable growth.
"The filing with the SEC helps move Versum Materials forward to
create a best-in-class, focused electronic materials company," said
Seifi Ghasemi, chairman, president
and chief executive officer (CEO) of Air Products, who will also be
Chairman of Versum Materials. "With this separation, each company
will be able to focus on what it does best and capitalize on
distinct opportunities for long-term growth and
profitability."
Subject to all regulatory approvals and approval by Air
Products' Board, Air Products is currently targeting a tax-free
spin-off of Versum Materials shares to shareholders in October 2016. Versum Materials intends to have
its common stock authorized for listing on the New York Stock
Exchange, Inc.
"Versum's goal is to be the partner of choice for the
semiconductor industry, providing innovative products and expertise
for next generation chips used in mobile devices, Internet of
Things, and PCs," said Guillermo
Novo, who will be president and CEO of Versum Materials and
a member of its Board of Directors. "Our filing is another step
toward that ultimate goal, and it reflects our focus on always
being Future Ready."
With over $1 billion in sales in
fiscal 2015, Versum Materials has approximately 1,900 employees, 14
manufacturing and six research and development facilities in the
Americas and Asia, and serves more
than 250 customers. Versum Materials is comprised of two primary
business segments, Materials (74% of fiscal 2015 revenues) and
Delivery Systems and Services (26% of fiscal 2015 revenues). It
participates in six of seven key semiconductor process steps,
supplying high purity specialty process gas, cleaners and etchants,
slurries, organosilanes and organometallics deposition films, and
equipment.
About Air Products
Air Products (NYSE:APD) is a world-leading Industrial Gases company
celebrating 75 years of operation. The company's core Industrial
Gases business provides atmospheric and process gases and related
equipment to manufacturing markets, including refining and
petrochemical, metals, electronics, and food and beverage. Air
Products is also the world's leading supplier of liquefied natural
gas process technology and equipment. The company's Materials
Technologies business serves the semiconductor, polyurethanes,
cleaning and coatings, and adhesives industries.
The company had fiscal 2015 sales of $9.9
billion and has a current market capitalization of more than
$30 billion. Approximately 19,000
employees in 50 countries strive to make Air Products the world's
safest and best performing Industrial Gases company, providing
sustainable offerings and excellent service to all customers. For
more information, visit www.airproducts.com.
NOTE: This news release contains "forward-looking
statements" within the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 including statements about
the Company's plans for completion of the spin-off, the expected
benefits of the spin-off, the tax free nature of the spin-off, the
prospects for the independent companies following the spin-off and
the timing of the transaction. These forward-looking statements are
based on management's reasonable expectations and assumptions as of
the date of this release. Actual results may differ materially from
the expectations expressed in the forward-looking statements
because of many factors not anticipated by management, including,
without limitation, our ability to obtain or delays in obtaining
regulatory approvals, Air Products' decision not to consummate
or decision to delay the spin-off due to market, economic or
other events; our ability to fully realize the anticipated benefits
of the spin-off; negative effects of the announcement or the
consummation of the proposed spin-off on the market price of the
company's common stock; significant transaction costs and or
unknown liabilities; general economic and business conditions that
affect the companies in connection with the proposed spin-off;
changes in capital market conditions; future opportunities that the
Company's board may determine present greater potential to increase
shareholder value, the ability of our companies to operate
independently following the spin-off; and other risk factors
described in the Company's amended Form 10 registration
statement with the United States Securities and Exchange Commission
on July 22, 2016. The Company
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained in
this document to reflect any change in assumptions, beliefs or
expectations or any change in events, conditions, or circumstances
upon which any such forward-looking statements are based.
EDITOR'S NOTES:
*Air Products has filed its amended Form 10 registration
statement with the SEC. The Form 10 is not yet effective and, as is
customary, will be updated to provide additional information.
**On September 16, 2015, Air
Products' Board of Directors announced its intention to separate
Air Products' Materials Technologies business into a newly formed
company and to distribute the common stock of that company, Versum,
to stockholders of Air Products on a pro-rata basis. On
May 6, 2016, the Company announced
that it had reached a definitive agreement to sell a portion of the
Materials Technologies business, the Performance Materials
business. The Air Products Board of Directors determined to proceed
with the separation and distribution of the Electronics Materials
business alone. The distribution is intended to be generally
tax-free for U.S. federal income tax purposes, except for any cash
received in lieu of fractional shares.
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SOURCE Air Products