Ampco-Pittsburgh Announces Extension of Temporary Offer Allowing Series A Warrants to be Exercised at a Reduced Price
29 Juni 2022 - 2:23PM
Business Wire
Ampco-Pittsburgh Corporation (NYSE: AP) (“Ampco-Pittsburgh” or
the “Corporation”) today announced it has extended its previously
announced offer to exercise (the “Offer to Exercise”) 0.4464 shares
of the Corporation’s common stock, $1.00 par value per share
(“Common Stock”) at an exercise price of $1.7856 per Series A
Warrant (or $4.00 per whole share of Common Stock) until 11:59 p.m.
(Eastern Time), on July 15, 2022, unless further extended or
terminated. The Offer to Exercise was previously scheduled to
expire at 11:59 p.m. (Eastern Time), on June 28, 2022. As of June
28, 2022, 72,201 Series A Warrants have been tendered and not
withdrawn.
Except for the extension of the expiration date, all of the
material terms and conditions set forth in the Offer to Exercise
and the other offering materials for the Series A Warrants tender
offer remain unchanged.
No Offer or Solicitation
This announcement is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Additional Information
The discussion of the Offer to Exercise contained in this press
release is for informational purposes only and is neither an offer
to buy nor a solicitation of an offer to sell securities. Holders
of the Corporation’s outstanding Series A Warrants should read
those materials and the documents in the Tender Offer Statement on
Schedule TO-I filed with the SEC carefully because they contain
important information, including the various terms and conditions
of the tender offer. The Tender Offer Statement, including the
Offer to Exercise and other related materials, are also available
to Warrant holders at no charge on the SEC’s website at www.sec.gov
or from the Corporation. Holders of the Corporation’s Series A
Warrants are urged to read those materials carefully prior to
making any decisions with respect to the tender offer.
A registration statement and prospectus supplement thereto
relating to the exercise of the Series A Warrants in the Offer have
been filed with the SEC. Copies of the prospectus supplement
relating to the exercise of the Series A Warrants, together with
the accompanying base prospectus included in the registration
statement, may be obtained from the SEC at http://www.sec.gov, or
from the Corporation at 726 Bell Avenue, Suite 301, Carnegie, PA
15106; Telephone: (412) 456-4470.
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 industries. It also manufactures open-die forged
products that are sold principally 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, and Slovenia and participates in
three operating joint ventures located in China. It has sales
offices in North 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 us or
on behalf of the Corporation. This press release may include, but
is not limited to, statements about the Corporation’s ability to
complete the Offer; operating performance, trends and events that
the Corporation expects or anticipates will occur in the future,
statements about sales and production levels, restructurings, the
impact from global pandemics (including COVID-19), profitability
and anticipated expenses, inflation, the global supply chain,
future proceeds from the exercise of outstanding warrants, 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,” “will,” “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; fluctuations of the
value of the U.S. dollar relative to other currencies; increases in
commodity prices, reductions in electricity and natural gas supply
or shortages of key production materials; limitations in
availability of capital to fund our operations and strategic plan;
inability to maintain adequate liquidity in order to meet our
operating cash flow requirements, repay maturing debt and meet
other financial obligations; inability to obtain necessary capital
or financing on satisfactory terms in order to acquire capital
expenditures that may be required to support our growth strategy;
inoperability of certain equipment on which we rely; liability of
our subsidiaries for claims alleging personal injury from exposure
to asbestos-containing components historically used in certain
products of our subsidiaries; changes in the existing regulatory
environment; inability to successfully restructure our operations;
consequences of global pandemics (including COVID-19); work
stoppage or another industrial action on the part of any of our
unions; inability to satisfy the continued listing requirements of
the New York Stock Exchange or the NYSE American Exchange;
potential attacks on information technology infrastructure and
other cyber-based business disruptions; failure to maintain an
effective system of internal controls; disruptions caused by
hostilities, including any disruptions caused by the hostilities in
Ukraine; and those discussed more fully elsewhere in this report
and in documents filed with the Securities and Exchange Commission
by the Corporation, particularly in Item 1A, Risk Factors, in Part
I of the Corporation’s latest Annual Report on Form 10-K, and Part
II of the latest Quarterly Report on Form 10-Q. 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,
the Corporation assumes no obligation, and disclaims any
obligation, to update forward-looking statements whether as a
result of new information, events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20220629005563/en/
Michael G. McAuley Senior Vice President, Chief Financial
Officer and Treasurer (412) 429-2472 mmcauley@ampcopgh.com
Ampco Pittsburgh (NYSE:AP)
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