American Pacific Will Be Purchased by HIG for $46.50/Share
American Pacific Corporation (NASDAQ: APFC) ("AMPAC") today announced that it has entered into a definitive merger agreement to be acquired by investment funds managed by H.I.G. Capital, LLC ("H.I.G."), a leading global private investment firm in an all cash transaction valued at approximately $392.0 million.
Under the terms of the merger agreement, affiliates of H.I.G. will, no later than January 24, 2014, commence a tender offer to acquire all of the outstanding shares of AMPAC common stock at a price of $46.50 per share. This price represents a premium of 18.9% over the closing share price on January 9, 2014, and 17.1% over the 60-day volume-weighted average closing share price as of the same day.
If the tender offer is completed successfully, then the shares of AMPAC which were not tendered will be acquired in a second-step merger at the same cash price per share paid in the tender offer. Completion of the transaction is subject to, among other things, customary closing conditions contained in the definitive merger agreement.
The AMPAC Board of Directors unanimously approved the transaction and recommends that AMPAC stockholders tender their shares in the tender offer.
KeyBanc Capital Markets Inc. is acting as financial advisor, and Morrison & Foerster LLP is acting as legal advisor, to AMPAC. Morgan Stanley & Co., LLC is acting as financial advisor, and Munger, Tolles & Olson LLP is acting as legal advisor, to the independent Transaction Committee of AMPAC's Board of Directors. Ropes & Gray LLP is acting as legal advisor to H.I.G.
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