LEHIGH VALLEY, Pa.,
Sept. 9, 2016 /PRNewswire/ -- Air
Products (NYSE: APD) today announced that its Board of Directors
has approved the completion of the previously announced separation
of Air Products' Electronic Materials Division from the remaining
businesses of Air Products to form Versum Materials, Inc.
("Versum").
Transaction Information
The Board of Directors of Air Products today declared a pro rata
dividend of all the outstanding common stock of Versum. This
dividend is expected to be paid on October
1, 2016 (the "distribution date") to Air Products
stockholders of record as of the close of business on September 21, 2016 (the "record date"). The
dividend remains subject to the satisfaction of the conditions
described in Versum's previously filed Registration Statement on
Form 10. Air Products may also cancel the dividend if, at any time
prior to the dividend, the Air Products Board of Directors
determines, in its sole discretion, that it is inadvisable to
effect the dividend.
In connection with the separation, Air Products stockholders
will receive one share of Versum common stock for every two shares
of Air Products common stock they hold on the record date.
Fractional shares of Versum common stock will not be distributed to
Air Products stockholders. Instead, the fractional shares of Versum
common stock will be aggregated and sold in the open market, with
the net proceeds distributed pro rata in cash payments to the Air
Products stockholders who otherwise would have received fractional
shares of Versum common stock. The planned separation is expected
to be tax-free to Air Products stockholders, except with respect to
fractional shares. Air Products stockholders are urged to consult
with their tax advisors with respect to the U.S. federal, state and
local or foreign tax consequences, as applicable, of the
dividend.
No action is required by any Air Products stockholders to
receive the applicable number of shares of Versum common stock
(and, if applicable, cash in lieu of any fractional shares). Air
Products registered stockholders who hold Air Products common stock
on the record date will receive a book-entry account statement
reflecting their ownership of Versum common stock, which will be
mailed a few days after the distribution. If you hold Air Products
stock through a broker on the record date, your brokerage account
will be credited with Versum shares through the Depository Trust
Corporation (DTC) after settlement of "when issued" trading on
October 6, 2016.
Air Products intends to distribute an information statement to
all stockholders entitled to receive the distribution of Versum
common stock. The information statement is an exhibit to Versum's
Registration Statement on Form 10, which describes Versum and the
risks associated with owning its common stock, as well as other
details regarding the separation and distribution. Versum's
Registration Statement on Form 10, including amendments, is
available at www.sec.gov and at
www.airproducts.com/versummaterials.aspx.
Expected Trading in Shares of Air Products and
Versum
Air Products also announced that it expects
"when-issued" trading of Versum common stock to begin on
September 19, 2016 on the New York
Stock Exchange ("NYSE"), under the symbol "VSM WI." "Regular way"
trading of Versum common stock is expected to begin on the NYSE on
October 3, 2016, under the symbol
"VSM." The "when-issued" trading market is a market for trading
Versum common stock prior to the beginning of "regular way" trading
of Versum on the NYSE on October 3,
2016. Stockholders who own Air Products common stock at the
close of business on the record date will be entitled to Versum
common stock distributed pursuant to the distribution and may trade
this entitlement to shares of Versum common stock, without Air
Products common stock they own, on the "when-issued" market.
Shares of Air Products common stock will continue to trade
"regular way" on the NYSE under the symbol "APD" through and after
the October 1, 2016 distribution
date. Air Products also expects that beginning September 19, 2016, there will also be trading
"ex-distribution" under the symbol "APD WI." Prior to the
distribution date, shares of Air Products common stock that trade
in the "regular-way" market will trade with the right to receive
shares of Versum common stock on the distribution date. Shares of
Air Products common stock that trade in the "ex-distribution"
market will trade without the right to receive shares of Versum
common stock on the distribution date. Holders of Air Products
common stock are encouraged to consult with their financial advisor
regarding the specific implications of selling Air Products common
stock on or before the distribution date.
Adjustment to Air Products' Dividend Record Date
In
July 2016, the Board of Directors of
Air Products declared an Air Products quarterly dividend of
86 cents per share of common stock,
which is payable on November 14,
2016. The previously announced record date for this dividend
was October 3, 2016. To allow
settlement of "when issued" trading to occur prior to the quarterly
dividend record date, the quarterly dividend record date has been
delayed. The Air Products November 14,
2016 dividend will now be payable to stockholders of record
at the close of business on October 11,
2016, rather than on October 3,
2016.
External Advisors
Lazard is acting as sole financial
advisor to Air Products with regard to the Versum separation.
Skadden, Arps, Slate, Meagher & Flom LLP is acting as Air
Products' lead counsel.
About Versum Materials
With $1
billion in sales in fiscal 2015, Versum Materials has
approximately 1,900 employees, and 14 manufacturing and six
research and development facilities in the Americas and
Asia. 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 gases, 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; Versum's ability
to operate independently following the spin-off;
weakening of global or regional economic conditions; future
financial and operating performance of major customers;
unanticipated contract terminations or customer cancellations of
sales; the impact of competitive products and pricing; unexpected
changes in raw material supply and markets; Versum's failure to
successfully develop and market new products and optimally manage
product life cycles; Versum's inability to protect and enforce its
intellectual property rights; failure to appropriately manage
process safety and product stewardship issues; changes in laws and
regulations or political conditions; global economic and capital
markets conditions, such as inflation, interest and currency
exchange rates; unanticipated business or supply disruptions;
security threats, such as acts of sabotage, terrorism or war,
weather events and natural disaster; increased competition; changes
in relationships with our significant customers and suppliers;
Versum's ability to predict, identify and interpret changes in
consumer preferences and demand; uncertainty regarding the
availability of financing to us in the future and the terms of such
financing; disruptions in Versum's information technology networks
and systems; unexpected safety or manufacturing issues; costs and
outcomes of litigation or regulatory investigations; the impact of
management and organizational changes; the timing, impact, and
other uncertainties of future acquisitions or divestitures;
significant fluctuations in interest rates and foreign currencies
from that currently anticipated; the impact of changes in
environmental, tax or other legislation and regulations in
jurisdictions in which Versum and its affiliates operate;
relocation of our corporate headquarters and key activities;
and other risk factors described in the Company's amended
Form 10 registration statement with the United States Securities
and Exchange Commission on August 26,
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.
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SOURCE Air Products