H.I.G. Capital has agreed to acquire American Pacific Corp. for approximately $392 million. According to details of the deal, H.I.G. will commence a tender offer to buy AMPAC at $46.50 per share. KeyBanc Capital Markets is serving as financial advisor. Ropes & Gray is acting as legal advisor to H.I.G. Headquartered in Las Vegas, AMPAC is a chemicals maker.
LAS VEGAS, Jan. 10, 2014 /PRNewswire/ — 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.
For further information regarding the terms and conditions contained in the definitive merger agreement, please see AMPAC’s Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission (“SEC”) in connection with this transaction.
ABOUT AMERICAN PACIFIC CORPORATION
American Pacific Corporation is a leading custom manufacturer of fine chemicals and specialty chemicals within its focused markets. AMPAC supplies active pharmaceutical ingredients and advanced intermediates to the pharmaceutical industry. For the aerospace and defense industry, it provides specialty chemicals used in solid rocket motors for space launch and military missiles. AMPAC produces clean agent chemicals for the fire protection industry, as well as electro-chemical equipment for the water treatment industry. AMPAC’s products are designed to meet customer specifications and often must meet certain governmental and regulatory approvals. Additional information about AMPAC can be obtained by visit its web site at www.apfc.com.
H.I.G. is a leading global private equity investment firm with more than $13 billion of equity capital under management. Based in Miami, and with offices in Atlanta, Boston, Chicago, Dallas, New York, and San Francisco in the U.S., as well as international affiliate offices in London, Hamburg, Madrid, Paris, and Rio de Janeiro, H.I.G. specializes in providing capital to small and medium-sized companies with attractive growth potential. H.I.G. invests in management-led buyouts and recapitalizations of profitable and well managed manufacturing or service businesses. Since its founding in 1993, H.I.G. has invested in and managed more than 200 companies worldwide. The firm’s current portfolio includes more than 50 companies. For more information, please refer to the H.I.G. website at www.higcapital.com .