Ampco-Pittsburgh Corporation Files Registration Statement for Proposed Rights Offering to its Shareholders
27 September 2018 - 11:12PM
Business Wire
Ampco-Pittsburgh Corporation (NYSE: AP) today announced that it
has filed with the Securities and Exchange Commission a
registration statement 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 repay a portion of the amounts outstanding under
promissory notes maturing on March 3, 2019 and its revolving credit
and security agreement. 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 (877) 732-3612 (all others)
or by email at DCTH@dfking.com.
The Company 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, through its operating subsidiary,
Union Electric Steel Corporation, is a leading producer of forged
and cast rolls for the worldwide steel and aluminum industries, as
well as ingot and open die forged products for the oil and gas,
aluminum, and plastic extrusion industries. Ampco-Pittsburgh 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. The Corporation operates
manufacturing facilities in the United States, Canada, United
Kingdom, Sweden, Slovenia, and China. Sales offices are located in
North and South America, Asia, Europe, and the Middle East.
Corporate headquarters is located in Carnegie, Pennsylvania.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 that are not
historical facts, and involve risks and uncertainties that could
cause actual results to differ materially from those expected and
projected. Words such as “expects”, “believes”, “anticipates”,
“intends”, “estimates”, “seeks” and variations and similar words
and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events
or future performance, but reflect Ampco-Pittsburgh’s management's
current beliefs, based on information currently available. A number
of factors could cause actual events, performance or results to
differ materially from the events, performance and results
discussed in the forward-looking statements, including, without
limitation, our potential inability to complete the proposed rights
offering. For more information identifying important factors that
could cause actual results to differ materially from those
anticipated in the forward-looking statements, please refer to the
applicable offering document related to the proposed rights
offering filed by the Company and, in the case of the registration
statement, the documents incorporated by reference therein. Except
as expressly required by applicable securities law, the Company
disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180927005960/en/
Ampco-Pittsburgh CorporationMichael G. McAuley,
412-429-2472Senior Vice President, Chief Financial Officer and
Treasurermmcauley@ampcopgh.com
Ampco Pittsburgh (NYSE:AP)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Ampco Pittsburgh (NYSE:AP)
Historical Stock Chart
Von Jul 2023 bis Jul 2024