-
Valvoline Inc. files
registration statement with SEC for Initial Public Offering (IPO)
of up to 20 percent of the common stock of Valvoline
Inc.
-
Ashland files proxy
statement/prospectus for proposal to reorganize Ashland Inc. in
Delaware under new public holding company, Ashland Global Holdings
Inc.
May 31, 2016
COVINGTON, Ky. - Ashland Inc. (NYSE: ASH) today
announced that its wholly owned subsidiary, Valvoline Inc., has
filed a registration statement with the Securities and Exchange
Commission ("SEC") for an initial public offering ("IPO") of up to
20 percent of its common stock. In addition, Ashland today filed a
proxy statement/prospectus for a proposal to reorganize Ashland
Inc. under a new public holding company, Ashland Global Holdings
Inc., and register the shares of Ashland Global Holdings Inc. with
the SEC. These filings mark a significant milestone in Ashland's
previously announced plan to separate into two independent,
publicly traded companies: Ashland Global Holdings Inc., composed
of Ashland Specialty Ingredients and Ashland Performance Materials,
and Valvoline Inc., composed of Ashland's Valvoline business
segment.
In April 2016, Ashland announced it would file a
registration statement in mid-calendar year 2016 to sell up to 20
percent of Valvoline Inc. common stock to the public through an
IPO. Subject to sufficiently attractive market conditions, Ashland
plans to complete the IPO during the fourth quarter of calendar
year 2016. Ashland currently expects that it would distribute the
remaining common stock of Valvoline Inc. to Ashland's shareholders
upon expiration of the IPO lock-up (typically six months after
completion of the IPO). The joint book-running managers for the IPO
are BofA Merrill Lynch, Citigroup and Morgan Stanley.
In connection with the separation, Ashland Inc.
will be seeking shareholder approval to reorganize Ashland Inc.
under a new public holding company. This reorganization will enable
Ashland to reincorporate in the State of Delaware and will help
facilitate a tax-efficient separation.
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.
- 0 -
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 anticipated
timing of completion of the planned IPO and subsequent distribution
of the remaining Valvoline common stock, the plan to reorganize
under a new public holding company and Ashland's and Valvoline's
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 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 proposal to reorganize under a new holding company, 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, new
holding company reorganization or separation will not be
consummated within the anticipated time period or at all, including
as the result of regulatory, market or other factors or the failure
to obtain shareholder approval of the new holding company
reorganization; the potential for disruption to Ashland's business
in connection with the proposed IPO, new holding company
reorganization or separation; the potential that the new Ashland
and Valvoline do not realize all of the expected benefits of the
proposed IPO, new holding company reorganization or separation or
obtain the expected credit ratings following the proposed IPO, new
holding company reorganization 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); 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.
Non-solicitation
Registration statements relating to the securities of Valvoline
Inc. and Ashland Global Holdings Inc. have been filed with the SEC
but have not yet become effective. These securities may not be sold
nor may offers to buy these securities be accepted before the time
the applicable registration statement becomes effective. This news
release shall not constitute an offer to sell or a 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.
Additional
Information and Where to Find It
The proposed offering of the securities of Valvoline Inc. will be
made only by means of a prospectus. When available, a copy of the
preliminary prospectus related to the offering may be obtained from
BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd
floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by
email at dg.prospectus_requests@baml.com; Citigroup Global Markets
Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, or by calling 800-831-9146; or Morgan Stanley
& Co. LLC, Attention: Prospectus Department, 180 Varick Street,
Second Floor, New York, NY 10014. The prospectus and other
documents related to the offering can be obtained free of charge
from the SEC website at www.sec.gov.
In connection with the
reorganization, Ashland filed with the SEC the Ashland Global
Holdings Inc. (CIK #0001674862) registration statement (the
"Ashland Global Registration Statement") that includes a proxy
statement of Ashland Inc. that also constitutes a prospectus of
Ashland Global Holdings Inc. (which Ashland Global Registration
Statement has not yet been declared effective). INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS,
AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE,
BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT
ASHLAND INC., ASHLAND GLOBAL HOLDINGS INC. AND THE REORGANIZATION.
A definitive proxy statement will be sent to shareholders of
Ashland Inc. seeking approval of the reorganization after the
Ashland Global Registration Statement is declared effective. The
proxy statement/prospectus and other documents relating to the
reorganization can be obtained free of charge from the SEC website
at www.sec.gov.
Participants in
Solicitation
This communication is not a solicitation of a proxy from any
investor or shareholder. However, Ashland Inc., Ashland Global
Holdings Inc. and certain of their directors and executive officers
may be deemed to be participants in the solicitation of proxies in
connection with the reorganization under the rules of the SEC.
Information regarding Ashland Inc.'s directors and executive
officers may be found in its definitive proxy statement relating to
its 2016 Annual Meeting of Shareholders filed with the SEC on
December 4, 2015 and in the proxy statement/prospectus included in
the Ashland Global Registration Statement. Information regarding
Ashland Global Holdings Inc.'s directors and executive officers may
be found in the proxy statement/prospectus included in the Ashland
Global Registration Statement. These documents can be obtained free
of charge from the SEC.
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#2016975
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