American Securities has completed its $38 per share tender offer for GenTek Inc. (Nasdaq: GETI), a Parsippany, N.J.-based maker of inorganic chemical products and valve actuation systems and components for automotive and heavy-duty engines. The acquisition is expected to close shortly, at a total value of approximately $673 million (including $262m of assumed debt and liabilities).
ASP GT Holding Corp. and ASP GT Acquisition Corp., wholly-owned subsidiaries of investment funds managed by American Securities LLC, a private equity firm, announced today the successful completion of the tender offer for all outstanding shares of common stock of GenTek Inc. ASP GT Holding Corp. intends to complete the acquisition of GenTek promptly.
The tender offer and withdrawal rights expired at 12:00 Midnight, New York City time, on Tuesday, October 27, 2009. The depositary for the tender offer has advised that, as of the expiration time, approximately 9,593,530 shares (including approximately 302,891 shares subject to guarantees of delivery) were validly tendered and not withdrawn, representing approximately 93% of all outstanding shares. All shares that were validly tendered and not properly withdrawn have been accepted for purchase. ASP GT Acquisition Corp. will promptly pay for such shares, at the offer price of $38.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes.
ASP GT Holding Corp. intends to effect a “short-form” merger under Delaware law and GenTek will become a direct, wholly-owned subsidiary of ASP GT Holding Corp. As a result of the merger, any shares of GenTek common stock not tendered will be cancelled and (except for shares held in the treasury of GenTek or by GenTek’s subsidiaries, ASP GT Holding Corp. or ASP GT Acquisition Corp., or shares for which appraisal rights are properly demanded) will be converted into the right to receive the same $38.00 in cash per share, without interest and less any applicable withholding taxes, that was paid in the tender offer.
Following the merger, GenTek common stock will cease to be traded on the NASDAQ Global Select Market.
About American Securities LLC
Headquartered in New York with an office in Shanghai, American Securities LLC is a U.S. middle-market private equity firm that invests in market-leading companies in North America with annual revenues generally ranging between $100 million to $1 billion. Investments are funded from more than $6 billion of committed capital. The firm traces its roots to the family office founded in 1947 by William Rosenwald to invest and manage his share of his family’s Sears, Roebuck & Co. fortune. More information on American Securities LLC can be found at www.american-securities.com.