Quanex Building Products to Acquire tyman

Creating a Comprehensive Solutions Provider in the Building Products Industry

Quanex Building Products Corporation (NYSE:NX) (“Quanex”) and Tyman PLC (LSE:TYMN) (“Tyman”) reached agreement on the terms of a recommended cash and share offer, under which Quanex will acquire the entire issued and to be issued share capital of Tyman.

George Wilson, Chairman, President and Chief Executive Officer of Quanex
This transformative acquisition accelerates our journey to becoming "BIGGER", creating a leading supplier of building products with a more diverse geographic footprint, product offering and customer base. With significantly enhanced scale, we are looking forward to fully optimizing our portfolio of products and assets to position Quanex as a comprehensive solutions provider for our customers. Importantly, we expect employees of both companies to also benefit from increased opportunities as part of a larger organization with expanded engineering, design and manufacturing capabilities. As one company, we will have an enhanced financial profile grounded in attractive margins, strong free cash flow and a healthy balance sheet, that will enable us to invest in organic and inorganic growth opportunities to deliver superior returns for investors. The industrial logic and strategic rationale of bringing Quanex and Tyman together are clear and compelling, and we are confident in our ability to drive meaningful value creation for both Quanex and Tyman shareholders and enhanced market offerings for our customer base.”
- George Wilson, Chairman, President and Chief Executive Officer of Quanex

Joint Transaction Infographic

Quanex to Acquire Tyman, Creating a Comprehensive Solutions Provider in the Buildings Products Industry
Download PDF

Resources and Documents

Rule 2.7 Announcement: Recommended Cash and Share Offer for Tyman by Quanex
Press Release: Quanex Building Products to Acquire Tyman, Creating a Comprehensive Solutions Provider in the Building Products Industry
Investor Presentation: Quanex to Acquire Tyman

Director Irrevocable Undertakings

Director Irrevocable Undertaking (David Randich)
Director Irrevocable Undertaking (Jason Ashton)
Director Irrevocable Undertaking (Nicky Hartery)
Director Irrevocable Undertaking (Pamela Bingham)
Director Irrevocable Undertaking (Paul Withers)

Shareholder Irrevocable Undertakings

Teleios Irrevocable Undertaking

Offer-Related Arrangements

Quanex Confidentiality Agreement
Teleios Confidentiality Agreement
Co-operation Agreement
Clean Team and Joint Defence Agreement

Bidder Financing Documents

Interim Facilities Agreement
Commitment Letter
Fee Letter – WF and BoA
Fee Letter – TD Bank
Waiver Letter

Financial Adviser Consent Letters

Consent Letter - Deutsche Numis
Consent Letter - Greenhill
Consent Letter - KPMG
Consent Letter - UBS
important Disclaimer

RECOMMENDED CASH AND SHARE ACQUISITION ("ACQUISITION") OF TYMAN PLC ("TARGET") BY QUANEX BUILDING PRODUCTS CORPORATION ("BIDDER")

ACCESS TO THIS AREA OF THE WEBSITE ("MICROSITE") MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS.  THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE.  THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO OBTAIN A CONSENT OR COMPLY WITH ANY OTHER FORMALITY WHICH BIDDER REGARDS AS UNDULY ONEROUS (A "RESTRICTED JURISDICTION").

THIS MICROSITE CONTAINS CERTAIN ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY BIDDER AND/OR TARGET RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "UK TAKEOVER CODE").  THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

NO OFFER CAN BE VALIDLY ACCEPTED (OR, IF SUCH OFFER IS TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT, VOTED IN FAVOUR OF) BY TARGET OR ITS SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS WEBSITE.

1. ACCESS TO THE OFFER

Please read this notice carefully – it applies to all persons who view the Information contained in this Microsite and, depending upon who you are and where you are located, it may affect your rights or responsibilities.  Please note that, if the Acquisition progresses, the Information on the Microsite as well as the terms of this disclaimer may be altered or updated.  You should read the full text of this disclaimer each time you visit the Microsite.

To allow you to view the Information about the Acquisition, you have to read the following then click "I ACCEPT".  If you are unable to agree, you should click "I DECLINE" and you will not be able to view any Information about the Acquisition.

The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Acquisition or otherwise.  The Acquisition will be made solely by means of an offer or scheme document which would contain the full terms and conditions of such offer, including details on how it may be accepted.  Any decision made in relation to the Acquisition should be made solely and only on the basis of the information provided in any such document.

2. OVERSEAS JURISDICTIONS

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions.  All persons resident outside the United Kingdom who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON.  IN PARTICULAR YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY RESTRICTED JURIDICTION.

This Microsite contains Information that has been prepared for the purposes of complying with English law and the UK Takeover Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements.  If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.

Additional U.S. Information

The Acquisition relates to the securities of an English company and is subject to UK procedural and disclosure requirements that are different from those of the United States.  Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.  It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Acquisition, since Target is located in a country other than the United States, and some or all of their respective officers and directors may be residents of countries other than the United States.  

You should be aware that Bidder may purchase or arrange to purchase Target shares otherwise than under any offer or scheme related to the Acquisition, such as in the open market or privately negotiated purchases.

3. FORWARD-LOOKING STATEMENTS

This Microsite and the Information contained in it may contain statements about Bidder and Target that are or may be deemed to be forward looking statements.
 
All statements other than statements of historical facts may be forward looking statements.  Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements.  Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidder's or Target's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidder's or Target's business.

These forward-looking statements are not guarantees of future performance.  Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions.  Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to any offer, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and exchange rates, the outcome of any litigation.  Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of the document within which the statement is contained.  All subsequent oral or written forward-looking statements attributable to Bidder or any of its respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.  Bidder and Target disclaim any obligation to update any forward-looking or other statements contained in in this Microsite, except to the extent required by applicable law or regulation.

4. RESPONSIBILITY

In relation to any offer-related materials accessible on this Microsite please note any statement of responsibility contained therein.

The Information and documents included in this Microsite issued or published by Bidder speak only at the specified date of the relevant document or announcement reproduced on this Microsite and Bidder, the members of the Bidder's group, Target and the members of the Target's group have, and accept, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other offer-related materials issued or published by any third party, or which relate to any third party, that are accessible on this Microsite, the only responsibility accepted by Bidder and its directors is for the correctness and fairness of its reproduction.

The directors of each of Bidder, the members of the Bidder's group, Target and the members of the Target's group have not reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.

5. OTHER

UBS Securities LLC is acting as financial advisor to Bidder in connection with the Acquisition and UBS Securities LLC may use certain affiliates to deliver such services (UBS Securities LLC together with such affiliates, "UBS"). Certain services will be provided by UBS AG London Branch which is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. UBS AG London Branch is authorised by the Prudential Regulation Authority ("PRA") and subject to regulation by the Financial Conduct Authority ("FCA") and limited regulation by the PRA in the United Kingdom.  UBS is acting exclusively for Bidder and no one else in connection with the Acquisition. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Microsite or any other matters referred to in the Information.

Greenhill & Co. International LLP ("Greenhill"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Target and no one else in connection with the Acquisition. Neither Greenhill nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Greenhill in connection with the Acquisition, the contents of this Microsite or any other matters referred to in the Information.

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the UK Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

This notice shall be governed by and construed in accordance with English law.

6. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER

BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU CERTIFY THAT:

(i) you have read and understood the notice set out above and agree to be bound by its terms;

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