UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 26, 2015
POLYPORE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 1-32266 |
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43-2049334 |
| (Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 11430 North Community House Road, Suite 350 |
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| Charlotte, North Carolina |
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28277 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
(704) 587-8409
(Registrant’s Telephone Number Including Area Code)
Not Applicable
(Former
Name and Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d.2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e.4(c)) |
INTRODUCTORY NOTE
On August 26, 2015, Polypore International, Inc. (“Polypore”) announced that Asahi Kasei Corporation (“Asahi Kasei”) had completed
its acquisition of Polypore. Pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of February 23, 2015 (the “Merger Agreement”), by and among Polypore, Asahi Kasei and ESM Holdings Corporation, a
wholly owned subsidiary of Asahi Kasei (“Merger Sub” and, together with Asahi Kasei, the “Asahi Parties”), Polypore was merged with Merger Sub, with Polypore surviving the merger as an indirect wholly owned subsidiary of Asahi
Kasei (the “Merger”). Immediately prior to the completion of the Merger, Polypore sold its Separations Media Business to 3M Company (the “Separations Media Sale” and, together with the Merger, the “Transactions”)
pursuant to the terms of the previously announced Asset Purchase Agreement, dated as of February 23, 2015 (the “Asset Purchase Agreement” and, together with the Merger Agreement, the “Agreements”), by and between Polypore
and 3M Company.
| Item 1.02. |
Termination of a Material Definitive Agreement. |
On August 26, 2015, in connection with the
completion of the Transactions, Polypore terminated the Credit Agreement dated as of April 8, 2014, among Polypore, Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer; Wells Fargo Bank, National
Association, as syndication agent; Fifth Third Bank, Compass Bank, PNC Bank, National Association, HSBC Bank USA, National Association, Regions Bank and RBS Citizens Bank, N.A., as co-documentation agents; and Bank of America Merrill Lynch and Wells
Fargo Securities, LLC as joint lead arrangers and joint book managers; and the other lenders named therein. No material early termination penalties were incurred by Polypore in connection with the termination of the Credit Agreement.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
On August 26, 2015, pursuant to the terms of
the Merger Agreement, Asahi Kasei completed its acquisition of Polypore through the merger of Merger Sub with and into Polypore, with Polypore surviving the merger as an indirect wholly owned subsidiary of Asahi Kasei. At the effective time and as a
result of the Merger:
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(i) |
each share of Polypore’s common stock, par value $0.01 per share (the “Common Stock”) (other than any shares owned by the Asahi Parties, Polypore or any of their respective subsidiaries (which were
cancelled)) issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $60.50 in cash, without interest (the “Merger Consideration”), payable to the holder of such share;
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(ii) |
any restrictions or vesting conditions applicable to any restricted share of Common Stock outstanding as of immediately prior to the effective time of the Merger lapsed, and each restricted share of Common Stock was
converted into the right of the holder to receive the Merger Consideration; and |
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(iii) |
each option to purchase shares of Common Stock granted under Polypore’s stock plans (other than any options with exercise prices per share equal to or greater than the Merger Consideration (which were cancelled))
outstanding immediately prior to the effective time of the Merger vested and was converted into the right to receive an amount in cash, without interest, equal to the product of (A) the total number of shares of Common Stock subject to the
option, and (B) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to the option. |
Based on the aggregate number, immediately prior to the effective time of the Merger, of (A) shares (including restricted shares) of the Common Stock and
(B) options to purchase shares of Common Stock with exercise prices per share less than $60.50, the total purchase price was approximately $2.8 billion.
Pursuant to the terms of the Asset Purchase Agreement, immediately prior to the effective time of the Merger, 3M
Company purchased the assets of Polypore’s Separations Media Business and assumed certain related liabilities for an aggregate purchase price of $1.0 billion.
The foregoing description of the Agreements and the Transactions does not purport to be complete and is subject to, and qualified in its entirety by,
reference to the full text of the Agreements, copies of which are attached hereto as Exhibits 2.1 and 2.2 and are incorporated herein by reference.
QUALIFICATION OF REPRESENTATIONS AND WARRANTIES
The Agreements contain representations and warranties made by Polypore, 3M Company and the Asahi Parties, as applicable, and solely for the benefit of the
parties thereto. The assertions embodied in the representations and warranties contained in the Agreements are qualified by information in confidential disclosure letters provided by the parties to each other in connection with the signing of the
Agreements. While Polypore does not believe that these disclosure letters contain information that the securities laws require the parties to publicly disclose, other than information that has already been so disclosed, if any, they do contain
information that modifies, qualifies and creates exceptions to the representations and warranties of the parties set forth in the Agreements. You should not rely on the representations and warranties in the Agreements as characterizations of the
actual state of facts about the parties, since they were only made as of the date of the Agreements and are modified in important part by the underlying disclosure letters. Moreover, certain representations and warranties in the Agreements were used
for the purpose of allocating risk between Polypore and the parties rather than establishing matters as facts. Finally, information concerning the subject matter of the representations and warranties may have changed since the date of the
Agreements, which subsequent information may or may not be fully reflected in the companies’ public disclosures, if any.
| Item 3.01. |
Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
August 26, 2015, pursuant to the terms of the Merger Agreement, Asahi Kasei completed its acquisition of Polypore through the merger of Merger Sub with and into Polypore, with Polypore surviving the merger as an indirect wholly owned subsidiary
of Asahi Kasei. As a result of the Merger, all of the issued and outstanding capital stock of Polypore is currently owned by Asahi Kasei.
In connection
with the closing of the Merger, Polypore notified the New York Stock Exchange (the “NYSE”) on August 26, 2015 that each of its shares of Common Stock (other than any shares owned by the Asahi Parties, Polypore or any of their
respective subsidiaries (which were cancelled)) issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive the Merger Consideration. On August 26, 2015, the NYSE filed with the U.S.
Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) on Form 25 to delist the
Common Stock. Additionally, Polypore intends to file with the SEC a certification on Form 15 under the Exchange Act requesting that the Common Stock be deregistered and that Polypore’s reporting obligations under Sections 13 and 15(d) of the
Exchange Act be suspended.
| Item 3.03. |
Material Modification to Rights of Security Holders. |
In the Merger, each share of Common Stock (other
than any shares owned by the Asahi Parties, Polypore or any of their respective subsidiaries (which were cancelled)) issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive the Merger
Consideration.
| Item 5.01. |
Changes in Control of Registrant. |
On August 26, 2015, pursuant to the terms of the Merger
Agreement, Merger Sub merged with and into Polypore, with Polypore surviving the merger. In the Merger, each share of Common Stock (other than any shares owned by the Asahi Parties, Polypore or any of their respective subsidiaries (which were
cancelled)) issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive the Merger Consideration. As a result of the Merger, Polypore became an indirect wholly owned subsidiary of Asahi Kasei.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Pursuant to the Merger Agreement, each of Michael Graff, Robert B. Toth, Frederick C. Flynn, Jr., William Dries, Charles L. Cooney, David A. Roberts, Michael
Chesser and Christopher J. Kearney ceased to be directors of Polypore, effective as of the effective time of the Merger.
Pursuant to the Merger
Agreement, upon the effective time of the Merger, the sole director of Merger Sub, Akira Fukuda, became the sole director of Polypore.
| Item 5.03. |
Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Pursuant to the Merger
Agreement, at the effective time of the Merger on August 26, 2015, the certificate of incorporation and bylaws of Polypore were each amended and restated in their entirety. The Second Amended and Restated Certificate of Incorporation of
Polypore is filed as Exhibit 3.1 hereto and incorporated by reference herein. The Third Amended and Restated Bylaws of Polypore are filed as Exhibit 3.2 hereto and incorporated by reference herein.
On August 26, 2015, Polypore issued a press release announcing the Transactions,
which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
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| Exhibit
Number |
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Description |
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| 2.1 |
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Agreement and Plan of Merger, dated as of February 23, 2015, by and among Polypore International, Inc., Asahi Kasei Corporation and ESM Holdings Corporation (incorporated by reference to Exhibit 2.1 of Polypore’s Current
Report on Form 8-K filed on February 24, 2015).* |
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| 2.2 |
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Asset Purchase Agreement, dated as of February 23, 2015, by and among Polypore International, Inc. and 3M Company (incorporated by reference to Exhibit 2.2 to Polypore’s Current Report on Form 8-K filed on February 24,
2015).* |
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| 3.1 |
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Second Amended and Restated Certificate of Incorporation of Polypore International, Inc., adopted on August 26, 2015. |
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| 3.2 |
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Third Amended and Restated Bylaws of Polypore International, Inc., adopted on August 26, 2015. |
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| 99.1 |
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Press Release issued by Polypore International, Inc., dated August 26, 2015. |
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Certain exhibits and schedules have been omitted and Polypore agrees to furnish supplementally to the SEC a copy of any omitted exhibits upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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| POLYPORE INTERNATIONAL, INC. |
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| By: |
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/s/ Lynn Amos |
| Name: |
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Lynn Amos |
| Title: |
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Chief Financial Officer |
Date: August 26, 2015
EXHIBIT INDEX
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| Exhibit
Number |
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Description |
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| 2.1 |
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Agreement and Plan of Merger, dated as of February 23, 2015, by and among Polypore International, Inc., Asahi Kasei Corporation and ESM Holdings Corporation (incorporated by reference to Exhibit 2.1 of Polypore’s Current
Report on Form 8-K filed on February 24, 2015).* |
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| 2.2 |
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Asset Purchase Agreement, dated as of February 23, 2015, by and among Polypore International, Inc. and 3M Company (incorporated by reference to Exhibit 2.2 to Polypore’s Current Report on Form 8-K filed on February 24,
2015).* |
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| 3.1 |
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Second Amended and Restated Certificate of Incorporation of Polypore International, Inc., adopted on August 26, 2015. |
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| 3.2 |
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Third Amended and Restated Bylaws of Polypore International, Inc., adopted on August 26, 2015. |
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| 99.1 |
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Press Release issued by Polypore International, Inc., dated August 26, 2015. |
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Certain exhibits and schedules have been omitted and Polypore agrees to furnish supplementally to the Commission a copy of any omitted exhibits upon request. |
Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
POLYPORE
INTERNATIONAL, INC.
ARTICLE ONE
The name of the Company is Polypore International, Inc. (the “Company”).
ARTICLE TWO
The address
of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Company’s registered agent for service of process in the State of Delaware at such address is
The Corporation Trust Company.
ARTICLE THREE
The purpose of the Company is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware (the “Delaware General Corporation Law”).
ARTICLE FOUR
The total number of shares of stock which the Company is authorized to issue is 2,000 shares of stock, of which 1,000 shares shall be
designated common stock (the “Common Stock”) and 1,000 shares shall be designated preferred stock (the “Preferred Stock”), all of which shares of Preferred Stock are presently undesignated to a series. The board of
directors of the Company (the “Board of Directors”) is hereby authorized from time to time to provide by resolution for the issuance of shares of Preferred Stock in one or more series not exceeding the aggregate number of shares of
Preferred Stock authorized by this Certificate of Incorporation (this “Certificate”), as amended from time to time, and to determine with respect to each such series the voting powers, if any (which voting powers if granted may be
full or limited), designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions relating thereto (including, without limiting the generality of the foregoing,
(i) the voting rights relating to shares of Preferred Stock of any series, which may be one or more votes per share or a fraction of a vote per share, which may vary over time and which may be applicable generally or only upon the happening and
continuance of stated events or conditions, (ii) the rate of dividend to which holders of Preferred Stock of any series may be entitled, which may be cumulative or noncumulative, (iii) the rights of holders of Preferred Stock of any series
in the event of liquidation, dissolution or winding up of the affairs of the Company, (iv) the rights, if any, of holders of Preferred Stock of any series to convert or exchange such shares of Preferred Stock of such series for shares of any
other class or series of capital stock or for any other securities, property or assets of the Company or any subsidiary of the Company (including the determination of the price or prices or the rate or rates applicable to such rights to convert or
exchange and the adjustment thereof, the time or times during which the right to convert or
exchange shall be applicable and the time or times during which a particular price or rate shall be applicable), (v) whether or not the shares of that series shall be redeemable, and, if so,
the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and (vi) the amount per share payable in case of redemption, which amount may vary under different conditions and at
different redemption dates, and whether any shares of that series shall be redeemed pursuant to a retirement or sinking fund or otherwise and the terms and conditions of such obligation).
Each share of Preferred Stock shall have a par value of $.01 and each share of Common Stock shall have a par value of $.01.
ARTICLE FIVE
The number
of directors of the Company shall be such as from time to time fixed by, or in the manner provided in, the Bylaws of the Company (the “Bylaws”). Unless, and except to the extent that, the Bylaws so require, the election of directors
need not be by written ballot.
ARTICLE SIX
The Board of Directors may at any time and from time to time adopt, amend or repeal the Bylaws without the assent or vote of the stockholders,
subject to the power of the stockholders to adopt any Bylaws or to amend or repeal any Bylaws adopted, amended or repealed by the Board of Directors.
ARTICLE SEVEN
SECTION 1. The Company shall indemnify to the fullest extent authorized or permitted under and in accordance with the laws of the State
of Delaware (as now or hereafter in effect) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Company), by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, trustee, employee or agent
of or in any capacity with another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her
in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that the person’s conduct was unlawful.
SECTION 2. Expenses incurred in defending a civil or criminal
action, suit or proceeding shall (in the case of any action, suit or proceeding against a director of the Company) or may (in the case of any action, suit or proceeding against an officer, trustee, employee or
agent) be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors upon receipt of an undertaking by or on behalf of the
indemnified person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Article Seven.
SECTION 3. The indemnification and other rights set forth in this Article Seven shall not be exclusive of any provisions with respect thereto
in the Bylaws or any other contract or agreement between the Company and any officer, director, employee or agent of the Company. The Company shall have the power to purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against liability under this Article Seven and
applicable law, including the Delaware General Corporation Law.
SECTION 4. Neither the amendment nor repeal of this Article Seven, nor
the adoption of any provision of this Certificate inconsistent with this Article Seven, shall eliminate or reduce the effect of this Article Seven, in respect of any matter occurring before such amendment, repeal or adoption of an inconsistent
provision or in respect of any cause of action, suit or claim relating to any such matter which would have given rise to a right of indemnification or right to the reimbursement of expenses pursuant to this Article Seven, if such provision had not
been so amended or repealed or if a provision inconsistent therewith had not been so adopted.
SECTION 5. No director shall be personally
liable to the Company or any stockholder for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing shall not eliminate or limit the liability of a director: (i) for any breach of the director’s
duty of loyalty to the Company or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law;
or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after the date of this Certificate to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
SECTION 6. For purposes of this Article Seven, references to “the Company” shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, trustee, employee or agent of or in any
capacity with another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article Seven with respect to the resulting or surviving corporation as he or she would have with respect to such
constituent corporation if its separate existence had continued.
ARTICLE EIGHT
The directors shall have powers without the assent or vote of the stockholders to fix and vary the amount to be reserved for any proper
purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Company; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of
dividends.
ARTICLE NINE
The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at
any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Company which is represented
in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the Company and upon all the stockholders as though
it had been approved or ratified by every stockholder of the Company, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest or for any other reason.
ARTICLE TEN
In addition
to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Company subject, nevertheless,
to the provisions of the statutes of the State of Delaware, of this Certificate and of any Bylaws from time to time made by the stockholders; provided, however, that no Bylaws so made shall invalidate any prior act of the directors
which would have been valid if such Bylaw had not been made.
ARTICLE ELEVEN
Section 203 of the Delaware General Corporation Law shall not apply to the Company.
ARTICLE TWELVE
Whenever
a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may,
on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under Section 291 of the Delaware General Corporation Law or on
the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under Section 279 of the Delaware General Corporation Law, order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as
consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors,
and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.
ARTICLE
THIRTEEN
The Company reserves the right to amend, alter, change or repeal any provision contained in this Certificate in the manner
now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.
Exhibit 3.2
AMENDED AND RESTATED
BYLAWS
OF
POLYPORE INTERNATIONAL, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained at the office of The Corporation Trust Company, in the
City of Wilmington, in the County of New Castle, in the State of Delaware, and said corporation shall be the registered agent of this corporation in charge thereof.
SECTION 2. OTHER OFFICES. The corporation may have other offices, either within or without the State of Delaware, at such place or places as
the Board of Directors may from time to time appoint or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
SECTION
1. ANNUAL MEETINGS. Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such
time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. If no annual meeting of stockholders has been held within six months of the end of the fiscal year of the corporation, a special
meeting in lieu thereof may be held or, there may be action by written consent of the stockholders on matters to be voted on at the annual meeting of stockholders.
If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next business day. At each annual meeting,
the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.
SECTION 2. OTHER MEETINGS. Meetings of stockholders for any purpose other than the election of directors may be held at such time and place,
within or without the State of Delaware, as shall be stated in the notice of meeting.
SECTION 3. VOTING. Each stockholder entitled to
vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but
no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting shall be by ballot. All elections
for directors shall be decided by plurality vote; all questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.
A complete list of the stockholders entitled to vote at the ensuing election, arranged in
alphabetical order, with the address of each and the number of shares held by each, shall be open to the examination of any stockholder for any purpose germane to the meeting during ordinary business hours, for a period of at least ten days
beginning on the tenth day prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the meeting and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.
SECTION 4. QUORUM. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the
stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be
present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; provided,
however, that only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.
SECTION 5. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose or purposes may be called by the President or Secretary of
the corporation or by resolution of the Board of Directors.
SECTION 6. NOTICE OF MEETINGS. Written notice, stating the place, date and
time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his, her or its address as it appears on the records of the corporation not less than ten nor more than
sixty days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.
SECTION 7. ACTION WITHOUT MEETING. Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any
annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken shall be
signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND
TERM. The number of directors shall be not less than one nor more than ten. The first Board of Directors shall consist of three directors. Thereafter, within the limits specified above, the number of directors shall be determined by the Board of
Directors. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and takes office. Directors need not be stockholders.
SECTION 2. RESIGNATIONS. Any director or member of a committee of the Board of Directors may resign at any time. Such resignation shall be
made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the President or Secretary of the corporation. The acceptance of a resignation shall not be necessary to make it
effective.
SECTION 3. VACANCIES. If the office of any director or member of a committee of the Board of Directors becomes vacant, the
remaining directors in office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy and such person shall hold office for the unexpired term and until his successor shall be duly chosen.
SECTION 4. REMOVAL. Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the
affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled at the meeting held for the
purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.
SECTION 5. INCREASE OF NUMBER.
The number of directors may be increased by amendment of these Bylaws by the affirmative vote of a majority of the directors, though less than a quorum, or by the affirmative vote of a majority interest of the stockholders at the annual meeting or
at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.
SECTION 6. POWERS. The Board of Directors shall exercise all of the powers of the corporation, except such as are by law, by the Certificate
of Incorporation or by these Bylaws conferred upon or reserved to the stockholders.
SECTION 7. COMMITTEES. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole board, designate one or more committees consisting of one or more directors of the corporation. The board may designate one or more directors as alternate members of any committee who may
replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting,
whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the Board of Directors creating
such committee or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all
papers which may require it; provided, however, that no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution or amending the Bylaws of the
corporation; and, unless the resolution, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.
SECTION 8. MEETINGS. The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business,
if a quorum be present, immediately after the annual meeting of the stockholders or, alternatively, the time and place of such meeting may be fixed by consent in writing of all the directors.
Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution
of the directors.
Special meetings of the Board of Directors may be called by the President or by the Secretary of the corporation on the
written request of any two directors on at least two days’ prior written notice to each director and shall be held at such place or places as may be determined by the director or as may be stated in the notice of the meeting.
Unless otherwise restricted by the Certificate of Incorporation or by these Bylaws, members of the Board of Directors, or any committee
designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any such committee, by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can
hear each other and such participation in a meeting shall constitute presence in person at the meeting.
SECTION 9. QUORUM. A majority of
the directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is
obtained and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.
SECTION 10.
COMPENSATION. Directors shall not receive any stated salary for their services as directors or as members of committees; provided, however, that, by resolution of the Board of Directors, a fixed fee and expenses of attendance may be
allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity, as an officer, agent or otherwise, and receiving compensation therefor.
SECTION 11. ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or of any committee, as the case may be, consent thereto in writing, or by electronic transmission and the writing or
writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee thereof. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic
form if the minutes are maintained in electronic form.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS.
The officers of the corporation shall be a President, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors from time to time and who shall hold office until their successors are elected and qualified. In addition, the
Board of Directors may elect a Chairman, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers as they may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at
the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.
SECTION 2.
RESIGNATIONS. Any officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the President, Secretary or Chairman of the
Board of Directors of the corporation. The acceptance of a resignation shall not be necessary to make it effective.
SECTION 3. REMOVAL.
Except as hereinafter provided, any officer or officers may be removed either for or without cause at any time by the Board of Directors.
SECTION 4. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall
hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
SECTION 5. CHAIRMAN. The Chairman of the Board of Directors, if one is elected, shall preside at all meetings of the Board of Directors and he
or she shall have and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.
SECTION 6.
PRESIDENT. The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He or she shall preside at all
meetings of the stockholders if present thereat and, in the absence or nonelection of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the
corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he or she shall execute bonds, mortgages and other contracts on behalf of the corporation and shall cause the seal to be affixed to any
instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.
SECTION 7. VICE PRESIDENT. Each Vice President, if any, shall have such powers and shall perform
such duties as shall be assigned to him or her by the directors.
SECTION 8. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He or she shall deposit all moneys and other valuables in the name and to the credit of the corporation in
such depositaries as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He or she shall render to the President and the Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it,
an account of all of his or her transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he or she shall give the corporation a bond for the faithful discharge of his duties in such amount
and with such surety as the Board of Directors shall prescribe.
SECTION 9. SECRETARY. The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors and all other notices required by law or by these Bylaws. In case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the
President. He or she shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose and shall perform such other duties as may be assigned to him or her by the directors or the
President. He or she shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.
SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall
have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.
ARTICLE V
MISCELLANEOUS
SECTION 1.
UNCERTIFICATED SHARES. Shares of the corporation’s stock shall be issued in uncertificated form.
SECTION 2. TRANSFER OF SHARES. The
shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives. A record shall be made of each transfer and, whenever a transfer shall be
made for collateral security and not absolutely, it shall be so expressed in the entry of the transfer.
SECTION 3. STOCKHOLDERS RECORD DATE. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of
any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor
less than ten days before the date of such meeting or more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
SECTION 4.
DIVIDENDS. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor declare dividends upon the capital stock of the corporation as and when they deem expedient. Before
declaring any dividend, there may be set apart out of any funds of the corporation available for dividends such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.
SECTION 5. SEAL. The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the
words “CORPORATE SEAL DELAWARE”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
SECTION 6. FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.
SECTION 7. CHECKS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of
the corporation shall be signed by such officer or officers or agent or agents of the corporation and in such manner as shall be determined from time to time by resolutions of the Board of Directors.
SECTION 8. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these Bylaws to be given, personal notice is not meant unless
expressly so stated and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the
corporation and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.
Whenever any notice whatsoever is required to be given under the provisions of any law or under the provisions of the Certificate of
Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE VI
AMENDMENTS
These Bylaws may be
altered or repealed and Bylaws may be made (i) at any annual meeting of the stockholders (or at any special meeting thereof if notice of the proposed alteration or repeal or Bylaw or Bylaws to be made is contained in the notice of such special
meeting) by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat or (ii) by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors (or at any
special meeting of the Board of Directors if notice of the proposed alteration or repeal or Bylaw or Bylaws to be made is contained in the notice of such special meeting) or (iii) by action of the stockholders or the Board of Directions without
a meeting as permitted by the laws of the State of Delaware, the Certificate of Incorporation and these Bylaws.
Exhibit 99.1
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Polypore International, Inc. The
Gibson Building 11430 N. Community House Rd, Suite 350
Charlotte, NC 28277 Tel: (704) 587-8409
polycorpcom@polypore.net www.polypore.net
FOR IMMEDIATE RELEASE |
Polypore Announces Completion of Merger with Asahi Kasei
CHARLOTTE, N.C., August 26, 2015 – Polypore International, Inc. (NYSE: PPO) announces that the sale of its Separations Media business segment
to 3M Company (NYSE: MMM) has closed. Additionally, the acquisition of Polypore by Asahi Kasei Corporation (“Asahi Kasei,” TSE1:3407) has also closed and Polypore will now operate as a core operating company of the Asahi Kasei Group.
Polypore and Asahi Kasei will work together to integrate their technology and expertise to maximize synergies that will enable further development and growth of the battery separator business.
About Polypore International, Inc.
Polypore
International, Inc., an Asahi Kasei Group company, specializes in highly-engineered microporous membranes used in electric drive vehicles, energy storage systems and emergency backup power systems, portable consumer electronic devices, cars, trucks,
buses, forklifts, and submarines. A global high-technology company based in Charlotte, N.C., Polypore International, Inc. is highly regarded in the market with manufacturing facilities or sales offices in nine countries serving six continents. See
www.polypore.net.
About Asahi Kasei
The Asahi Kasei
Group is a diversified group of companies led by holding company Asahi Kasei Corp., with operations in the chemicals and fibers, homes and construction materials, electronics, and health care business sectors. Its electronics operations include a
broad range of high-performance energy/electronics materials such as the Hipore™ lithium-ion battery separator, photosensitive dry film used in the production of printed wiring boards, and photomask pellicles used in the production of LCD
panels and semiconductors. With more than 30,000 employees around the world, the Asahi Kasei Group serves customers in more than 100 countries. See www.asahi-kasei.co.jp/asahi/en/.
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CONTACTS:
Polypore International, Inc.
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Investor Relations |
| Beth Kitteringham |
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Paul Clegg |
| (704) 587-8596 |
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(704) 587-8886 |
| polycorpcom@polypore.net |
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investorrelations@polypore.net |
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