Ampco-Pittsburgh Corporation Files Registration Statement for Proposed Rights Offering to its Shareholders
June 26 2020 - 9:24AM
Business Wire
Ampco-Pittsburgh Corporation (NYSE: AP) (the “Corporation”)
announced today that it has filed a registration statement on Form
S-1 with the Securities and Exchange Commission (the “SEC”) for a
proposed rights offering in which it plans to distribute to its
shareholders non-transferable subscription rights to purchase up to
$20.0 million of units. Each unit will consist of shares of common
stock (the “Common Shares”) and warrants to purchase Common
Shares.
Under the proposed rights offering, each shareholder of record
as of the record date (which has not yet been determined) will
receive, at no charge, one subscription right for each Common Share
owned on the record date (the “Subscription Right”). The number of
Common Shares included in a unit, the number of Common Shares
exercisable pursuant to a warrant included in a unit, and the
warrant exercise price have not yet been determined. The
distribution of rights and commencement of the rights offering will
occur promptly following the effectiveness of the registration
statement. The record date for the distribution of the rights, the
dates for both the subscription period and the expiration of the
rights offering, and related pricing information will be included
in the final prospectus.
Holders who fully exercise their Subscription Rights will be
entitled to subscribe for an additional number of units, if
available, that are not purchased by other shareholders through the
exercise of their Subscription Rights, subject to pro rata
allocation of those additional over-subscription units to
participating rights holders in proportion to the number of
over-subscription units for which they subscribed.
Ampco-Pittsburgh intends to use the net proceeds of the rights
offering to accelerate its restructuring efforts, improve overall
liquidity and reduce its indebtedness. Any remaining proceeds will
be used for other general corporate purposes.
Questions about the rights offering may be directed to and, when
available, copies of the prospectus may be obtained from
Ampco-Pittsburgh’s Information Agent, D.F. King, by telephone at
(212) 269-5550 (bankers and brokers) or (800) 290-6432 (all others)
or by email at AP@dfking.com.
The Corporation has engaged Advisory Group Equity Services, Ltd.
d/b/a RHK Capital to act as dealer manager for the rights
offering.
Ampco-Pittsburgh reserves the right to terminate the proposed
rights offering at any time prior to the expiration date and for
any reason.
A registration statement relating to these securities has been
filed with the SEC but has not yet become effective. The securities
may not be sold nor offers to buy be accepted prior to the time the
registration statement becomes effective. This announcement shall
not constitute an offer to sell, or the solicitation of an offer to
buy, any securities, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such state. The rights offering, which
is expected to be launched immediately following the effectiveness
of the registration statement, will be made only by means of a
prospectus.
About Ampco-Pittsburgh Corporation
Ampco-Pittsburgh Corporation manufactures and sells highly
engineered, high-performance specialty metal products and
customized equipment utilized by industry throughout the world.
Through its operating subsidiary, Union Electric Steel Corporation,
it is a leading producer of forged and cast rolls for the global
steel and aluminum industry. It also manufactures open-die forged
products which principally are sold to customers in the steel
distribution market, oil and gas industry and the aluminum and
plastic extrusion industries. The Corporation is also a producer of
air and liquid processing equipment, primarily custom-engineered
finned tube heat exchange coils, large custom air handling systems
and centrifugal pumps. It operates manufacturing facilities in the
United States, England, Sweden, Slovenia, and participates in three
operating joint ventures located in China. It has sales offices in
North and South America, Asia, Europe, and the Middle East.
Corporate headquarters is located in Carnegie, Pennsylvania.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (the “Act”)
provides a safe harbor for forward-looking statements made by or on
behalf of the Corporation. The information contained in this press
release may include, but are not limited to, statements about
undertaking the rights offering described herein, operating
performance, trends, events that we expect or anticipate will occur
in the future, statements about sales levels, restructuring, the
impact from global pandemics (including COVID-19), profitability
and anticipated expenses and cash outflows. All statements in this
document other than statements of historical fact are statements
that are, or could be, deemed “forward-looking statements” within
the meaning of the Act and words such as “may,” “intend,”
“believe,” “expect,” “anticipate,” “estimate,” “project,”
“forecast” and other terms of similar meaning that indicate future
events and trends are also generally intended to identify
forward-looking statements. Forward-looking statements speak only
as of the date on which such statements are made, are not
guarantees of future performance or expectations and involve risks
and uncertainties. For the Corporation, these risks and
uncertainties include, but are not limited to: cyclical demand for
products and economic downturns; excess global capacity in the
steel industry; increases in commodity prices or shortages of key
production materials; consequences of global pandemics (including
COVID-19); new trade restrictions and regulatory burdens associated
with “Brexit”; inability of the Corporation to successfully
restructure its operations; limitations in availability of capital
to fund the Corporation’s operations and strategic plan; inability
to satisfy the continued listing requirements of the New York Stock
Exchange; potential attacks on information technology
infrastructure and other cyber-based business disruptions; and
those discussed more fully in documents filed with the SEC by the
Corporation, particularly in Item 1A, Risk Factors, in Part I of
the Corporation’s Form 10-K for the year ended December 31, 2019,
and Part II of the Corporation’s Form 10-Q for the quarter ended
March 31, 2020. The Corporation cannot guarantee any future
results, levels of activity, performance or achievements. In
addition, there may be events in the future that the Corporation
may not be able to predict accurately or control which may cause
actual results to differ materially from expectations expressed or
implied by forward-looking statements. Except as required by
applicable law, we assume no obligation, and disclaim any
obligation, to update forward-looking statements whether as a
result of new information, events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20200626005263/en/
Michael G. McAuley Senior Vice President, Chief Financial
Officer and Treasurer (412) 429-2472 mmcauley@ampcopgh.com
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