Ampco-Pittsburgh Announces Preliminary Results of Offer to Exercise Allowing Series A Warrants to be Exercised at a Reduced Price
18 Juli 2022 - 2:15PM
Business Wire
Ampco-Pittsburgh Corporation (NYSE: AP) (“Ampco-Pittsburgh” or
the “Corporation”) today announced the preliminary results of 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). The
Offer to Exercise expired at 11:59 p.m. Eastern Time on July 15,
2022.
Based on the preliminary count by Broadridge Corporate Issuer
Solutions, Inc., the depositary agent for the Offer to Exercise,
approximately 73,001 Series A Warrants were validly tendered and
not validly withdrawn, representing approximately 0.66% of the
outstanding Series A Warrants. Ampco-Pittsburgh raised $130,336.00
in gross proceeds from the cash exercise of such Series A Warrants
before deducting information agent fees and other offering
expenses.
The number of Series A Warrants tendered and not validly
withdrawn are preliminary and are subject to verification by the
depositary agent and the proper delivery of all Series A Warrants
tendered. The depositary agent notified us that the Depository
Trust Company (“DTC”) underwent a systematic update on the
expiration date of the Offer to Exercise, which we anticipate will
report final exercises to the depositary agent once exercises of
the Series A Warrants may be verified in the DTC system. The actual
number of Series A Warrants properly tendered and not properly
withdrawn will be announced promptly following the completion of
the verification process.
Series A Warrants that were not tendered and exercised remain in
effect at the previous exercise prices of $5.75 per share of Common
Stock and $2.5668 per Series A Warrant, respectively.
The Offer to Exercise was made pursuant to the Tender Offer
Statement on Schedule TO originally filed by Ampco-Pittsburgh, on
May 31, 2022 (the “Original Schedule TO”) and amended on June 29,
2022 and July 18, 2022 (the “Schedule TO”). The complete terms of
the Offer to Exercise were set forth in the Schedule TO and related
exhibits filed with the Securities and Exchange Commission (the
“SEC”). Copies of the Schedule TO, the prospectus and other related
materials are available on the SEC’s website, at www.sec.gov. This
press release is for informational purposes only and is not an
offer to purchase or a solicitation of an offer to sell
securities.
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/20220718005486/en/
Michael G. McAuley Senior Vice President, Chief Financial
Officer and Treasurer (412) 429-2472 mmcauley@ampcopgh.com
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