UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) DECEMBER 15, 2006
MACDERMID, INCORPORATED
(Exact name of registrant as specified in charter)
CONNECTICUT 06-0435750
(State of incorporation) (I.R.S. Employer Identification No.)
1401 BLAKE STREET, DENVER, COLORADO 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (720) 479-3062
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 15, 2006, MacDermid, Incorporated (the "Company") entered into an
Agreement and Plan of Merger (the "Agreement") with MDI Holdings, LLC, a
Delaware limited liability company ("Parent") and Matrix Acquisition Corp., a
Connecticut corporation ("Merger Sub") and wholly owned subsidiary of Parent.
Parent and Merger Sub are controlled by Court Square Capital Partners, L.P.
Pursuant to the terms of the Agreement, Merger Sub will merge with and into the
Company, with the Company continuing as the surviving corporation (the
"Merger"). In the Merger, each share of common stock of the Company, other than
those shares held by the Company or Parent and its affiliates, those shares
subject to the rollover commitment described below, and those shares with
respect to which appraisal rights under Connecticut law are properly exercised,
will be converted into the right to receive $35.00 per share in cash (the
"Merger Consideration"). In addition, immediately prior to the Merger, all
shares of Company restricted stock and restricted stock units will vest and will
be converted into the right to receive the Merger Consideration. All options to
acquire shares of Company common stock will vest upon the effective time of the
Merger and holders of such options will be entitled to receive an amount in cash
equal to the excess, if any, of the Merger Consideration over the exercise price
per share for each share subject to the option.
The Board of Directors of the Company approved the Agreement on the unanimous
recommendation of a special committee consisting of all members of the Company's
Board of Directors other than members of management and affiliates of Parent
(the "Special Committee").
Daniel H. Leever, the Company's Chairman of the Board and Chief Executive
Officer, has entered into a rollover commitment to reinvest a portion of his
equity stake in the Company into Parent upon completion of the Merger. Mr.
Leever has also agreed to vote his shares in favor of the Merger and to refrain
from granting any proxies or entering into any other voting arrangements with
respect to, or assigning, encumbering or otherwise disposing of any of, his
Company shares.
The Company has made customary representations, warranties and covenants in the
Agreement, which generally expire at the effective time of the Merger. The
Company may not solicit competing proposals or, subject to exceptions that
permit the Company's Board of Directors (or the Special Committee) to take
actions required by their fiduciary duties, participate in any discussions or
negotiations regarding alternative business combination transactions.
Financing for the Merger and related fees and expenses consists of equity
commitments from Court Square Capital Partners, L.P., Weston Presidio V, L.P.
and Mr. Leever, and debt commitments from Credit Suisse Securities (USA) LLC and
Credit Suisse, each of which commitments is subject to customary conditions.
Completion of the Merger is not subject to a financing condition, but is subject
to customary closing conditions including approval by the Company's stockholders
and the receipt of requisite regulatory approvals. The parties currently expect
that the Merger will be completed in the first half of 2007.
The Agreement contains termination rights, including if the Company's Board of
Directors (or the Special Committee) changes its recommendation to the
stockholders as required by its fiduciary duties under applicable law, and
provides that, upon the termination of the Agreement, under specified
circumstances, the Company will be required to reimburse Parent, Merger Sub and
their affiliates for their transaction expenses up to $5,000,000 and that, under
specified circumstances, the Company will be required to pay Parent a
termination fee of $33,000,000 (less any expenses reimbursement paid).
Additionally, under specified circumstances, Parent will be required to pay the
Company a termination fee of $33,000,000. Court Square Capital Partners, L.P.
and Weston Presidio V, L.P. have severally agreed to guarantee their
proportionate liability of any such amounts payable by Parent to the Company.
The foregoing description of the Merger and the Agreement does not purport to be
complete and is qualified in its entirety by reference to the Agreement, which
is attached as Exhibit 2.1 hereto and is incorporated by reference herein.
Merrill Lynch, Pierce, Fenner & Smith Incorporated served as financial advisor
to the Special Committee and rendered a fairness opinion to the Special
Committee as to the fairness, from a financial point of view, of the
consideration to be received by the Company's stockholders (other than Parent
and its affiliates and Mr. Leever) in the Merger.
The Agreement has been included to provide investors and security holders with
information regarding its terms. It is not intended to provide any other factual
information about the Company, Parent, or their respective subsidiaries and
affiliates. The Agreement contains representations and warranties each of the
Company, on the one hand, and Parent and Merger Sub, on the other hand, made
solely for the benefit of the other. The assertions embodied in those
representations and warranties are qualified by information in confidential
disclosure schedules that the parties have exchanged in connection with signing
the Agreement. The disclosure schedules contain information that modifies,
qualifies and creates exceptions to the representations and warranties set forth
in the Agreement. Moreover, certain representations and warranties in the
Agreement were used for the purpose of allocating risk between the Company, on
the one hand, and Parent and Merger Sub, on the other hand. Accordingly, you
should not rely on the representations and warranties in the Agreement as
characterizations of the actual state of facts about the Company, Parent or
Merger Sub.
IMPORTANT ADDITIONAL INFORMATION REGARDING THE MERGER WILL BE FILED WITH THE
SEC.
IN CONNECTION WITH THE PROPOSED MERGER, THE COMPANY WILL FILE A PROXY STATEMENT
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES
TO THE MERGER. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE
PROXY STATEMENT (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY THE COMPANY AT THE
SEC WEBSITE AT HTTP:// WWW.SEC.GOV. THE PROXY STATEMENT AND OTHER DOCUMENTS ALSO
MAY BE OBTAINED FOR FREE FROM THE COMPANY BY DIRECTING SUCH REQUEST TO
MACDERMID, INCORPORATED, INVESTOR RELATIONS, 1401 BLAKE STREET, DENVER, COLORADO
80202, TELEPHONE (720)479-3062. THE COMPANY AND ITS DIRECTORS, EXECUTIVE
OFFICERS AND OTHER MEMBERS OF ITS MANAGEMENT AND EMPLOYEES MAY BE DEEMED
PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM ITS STOCKHOLDERS IN CONNECTION
WITH THE PROPOSED MERGER. INFORMATION CONCERNING THE INTERESTS OF THE COMPANY'S
PARTICIPANTS IN THE SOLICITATION, WHICH MAY BE DIFFERENT THAN THOSE OF THE
COMPANY STOCKHOLDERS GENERALLY, IS SET FORTH IN THE COMPANY'S PROXY STATEMENTS
AND ANNUAL REPORTS ON FORM 10-K, PREVIOUSLY FILED WITH THE SEC, AND WILL BE SET
FORTH IN THE PROXY STATEMENT RELATING TO THE MERGER WHEN IT BECOMES AVAILABLE.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- ---------------------------------------------------------------
2.1 Agreement and Plan of Merger, dated as of December 15, 2006, among
MDI Holdings, LLC, Matrix Acquisition Corp., and MacDermid,
Incorporated
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MacDermid, Incorporated
By: /s/ John L. Cordani
-----------------------------------
John L. Cordani
Vice President, Corporate Secretary
and General Counsel
Date: December 18, 2006
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of December 15, 2006,
among MDI Holdings, LLC, Matrix Acquisition Corp., and
MacDermid, Incorporated