Lonza Group Ltd announced that LG Acquisition Corp., an indirect wholly owned subsidiary of Lonza, has extended the expiration date for its previously announced tender offer for 100 percent of the outstanding shares of common stock of Arch Chemicals, Inc.. The tender offer is at a price of USD 47.20 per share in cash, without interest and less any required withholding taxes pursuant to a previously announced merger agreement, dated 10 July 2011, by and among Arch Chemicals, Lonza and LG Acquisition Corp.
The tender offer has been extended because certain conditions to the tender offer are not expected to be satisfied as of the previously scheduled expiration date. In particular, the tender offer remains subject to antitrust clearances in France and the United States. In Germany, Lonza obtained antitrust clearance from the Federal Cartel Office on 9 September 2011. Lonza and Arch Chemicals are awaiting approval from the Autorité de la Concurrence in France and are working to respond to certain informal requests received from the Federal Trade Commission pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in the United States. The French and US competition authorities could request additional information or take other action in the future that could delay the clearance process in either jurisdiction. The tender offer has been extended to provide additional time to satisfy the regulatory conditions to the tender offer, and has been extended to 30 September 2011 with the consent of Arch Chemicals.
The tender offer may be further extended if conditions to the tender offer remain unsatisfied. Any additional extension of the tender offer will be followed as promptly as practicable by public announcement thereof, and such announcement will be made no later than 9:00 a.m. New York City time on the next business day after the previously scheduled expiration date. The closing of the tender offer is subject to customary terms and conditions, including antitrust clearances and the tender of more than two-thirds of Arch Chemicals’ outstanding shares of common stock.
Lonza has been advised by BNY Mellon Shareowner Services, the Depositary for the tender offer, that as of the close of business on 9 September 2011, shareholders of Arch Chemicals (1) had validly tendered and not withdrawn approximately 10,498,320 shares and (2) had instructed to be tendered under Arch Chemicals’ CEOP 401(k) plan an estimated 741,055 shares, together representing approximately 44.2% of the outstanding shares of Arch Chemicals common stock.