Subscription Period for Rights Offering to
Commence on August 18, 2020, for Holders of Record on August 17,
2020
Investors Interested in Participating in the
Rights Offering Must Acquire Shares by Market close Today in Order
to Participate
Ampco-Pittsburgh Corporation (NYSE: AP) (the “Corporation” or
“Ampco-Pittsburgh”) today announced the pricing of the units and
Series A warrants being offered as part of its previously announced
$20.0 million rights offering (the “rights offering”). The rights
offering will allow Ampco-Pittsburgh’s shareholders of record as of
August 17, 2020, to purchase up to 12,800,795 units. Units consist
of shares of common stock (the “Common Shares”) and Series A
warrants to purchase Common Shares, which expires on August 1,
2025. The subscription price for units entitling participants in
the rights offering to a whole Common Share and receive a Series A
warrant to purchase a whole Common Share has been set at $3.50,
representing a 17% premium to the closing price for the Common
Shares on the New York Stock Exchange on August 12, 2020. In
addition, the exercise price for Series A warrants to purchase a
whole Common Share has been set at $5.75 per share. The units and
Series A warrants will be exercisable only for whole Common
Shares.
For additional information on the rights offering, please see
the prospectus included in the Corporation’s registration statement
on Form S-1 and related amendments, which has not yet become
effective, at
https://www.sec.gov/edgar/searchedgar/companysearch.html
Commenting on the rights offering, Brett McBrayer,
Ampco-Pittsburgh’s Chief Executive Officer, said, “We have made
significant progress in turning around the business. The
restructuring of our portfolio, cost reduction measures, and
operation efficiency improvements over the past two years have
helped position us to achieve positive results. Moving ahead with
this equity rights offering will support our desire to accelerate
our restructuring efforts through capital investments and
strengthen our balance sheet and liquidity.”
The Corporation anticipates that all directors and executive
officers of the Corporation will participate in the rights
offering.
The rights offering includes an over-subscription privilege,
entitling each rights holder that exercises all its basic
subscription privileges in full the right to purchase additional
units that remain unsubscribed at the expiration of the rights
offering. Both the basic and over-subscription privileges are
subject to the availability and pro-rata allocation of shares among
participants. All basic subscription rights and over-subscription
privileges may be exercised during the subscription period of
Tuesday, August 18, 2020, through 5:00 PM ET, Wednesday, September
16, 2020.
In addition, the Corporation recommends that current
shareholders consider notifying their broker or financial advisor
to ensure they will maximize their ability to participate in the
rights offering. Ampco-Pittsburgh reminds shareholders that most
purchases settle two trading days following the transaction date,
so Common Shares must be acquired by market close at 4:00 PM
Eastern Time on Thursday, August 13, 2020, to be considered a
shareholder of record on the record date.
The rights offering is being made pursuant to Ampco-Pittsburgh’s
registration statement on Form S-1 (Reg. No. 333-239446), which is
not yet effective, on file with the U.S. Securities and Exchange
Commission (the “SEC”). Investors should consider the information
in the prospectus contained in the registration statement carefully
before making any decision to participate in the rights offering.
Copies of the prospectus and related materials are being sent to
holders of record on the record date of August 17, 2020. Requests
for copies of the prospectus and questions from shareholders
relating to the rights offering may be directed to the information
agent for the rights offering at the address, phone number, and
e-mail address below.
Ampco-Pittsburgh has engaged Advisory Group Equity Services,
Ltd. d/b/a RHK Capital to act as dealer-manager for the rights
offering.
Questions about the rights offering may be directed to and, when
available, copies of the prospectus may be obtained from the
information agent for the rights offering, as follows:
Rights Offering Information
Agent
D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York,
NY 10005 Telephone at (212) 269-5550 (bankers and brokers) or (800)
290-6432 (all others) AP@dfking.com
RHK Capital invites any broker-dealers interested in
participating in the rights offering to contact
info@rhk.capital
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 that 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200813005421/en/
Michael G. McAuley Senior Vice President, Chief Financial
Officer and Treasurer (412) 429-2472 mmcauley@ampcopgh.com
Ampco Pittsburgh (NYSE:AP)
Historical Stock Chart
From Mar 2024 to Apr 2024
Ampco Pittsburgh (NYSE:AP)
Historical Stock Chart
From Apr 2023 to Apr 2024