LANCASTER, Pa.–(BUSINESS WIRE)–Armstrong Flooring, Inc. (NYSE: AFI) (“Armstrong Flooring” or the
“Company”) announced today the commencement of a modified “Dutch
auction” self-tender offer to repurchase up to $50,000,000 in cash of
shares of its common stock, at a price per share within the range of
$11.70 to $10.20, less applicable withholding taxes and without
interest. The NYSE closing price of Armstrong Flooring’s common stock on
May 16, 2019 was $10.52 per share.
The tender offer will expire at the end of June 14, 2019 at 12:00 a.m.,
New York City time, unless the tender offer is extended or withdrawn by
the Company. Tenders of shares must be made prior to the expiration of
the tender offer and may be withdrawn at any time prior to the
expiration of the tender offer, in each case in accordance with the
procedures described in the tender offer materials that are being
distributed to stockholders.
The Company believes that the modified “Dutch auction” tender offer
mechanism is a prudent use of the Company’s financial resources and an
efficient way to return capital to stockholders who wish to receive cash
for all or a portion of their shares.
A modified “Dutch auction” self-tender offer allows stockholders to
tender their shares pursuant to (i) auction tenders whereby stockholders
indicate at what price within the Company’s specified range (in
increments of $0.10 per share) they wish to tender or (ii) purchase
price tenders whereby stockholders indicate they are willing to sell
their shares to the Company at the purchase price determined in the
tender offer. When the tender offer expires, the Company will determine
the purchase price, which will be the lowest price per share within the
Company’s specified range that will enable the Company to purchase the
maximum number of shares properly tendered in the tender offer and not
properly withdrawn having an aggregate purchase price not exceeding
$50,000,000 (or, if the tender offer is not fully subscribed, all shares
properly tendered and not properly withdrawn up to $50,000,000), taking
into account the number of shares tendered pursuant to auction tenders
and purchase price tenders and the prices specified by stockholders
tendering shares pursuant to auction tenders.
All shares accepted for payment will be purchased at the same purchase
price, regardless of whether they were tendered at a lower price. Upon
the terms and subject to the conditions of the tender offer,
stockholders will receive the purchase price in cash, less any
applicable withholding taxes and without interest, for shares properly
tendered (and not properly withdrawn) at prices equal to or less than
the purchase price. If shares are tendered at prices at or below the
purchase price with an aggregate purchase price of more than
$50,000,000, tendering stockholders whose shares are tendered at or
below the purchase price owning fewer than one hundred (100) shares, or
“odd lot” holders, will have their shares purchased without proration
and all other tendered shares will be purchased on a pro rata basis,
subject to the conditional tender provisions described in the Offer to
Purchase. The terms and conditions of the tender offer are set forth in
an Offer to Purchase, Letter of Transmittal and related documentation
that are being distributed to holders of the Company’s shares and have
been filed with the U.S. Securities and Exchange Commission (the “SEC”).
Stockholders whose shares are purchased in the tender offer will be paid
the purchase price net in cash, less applicable withholding taxes and
without interest, promptly after the expiration of the tender offer. All
shares tendered at prices above the purchase price will not be purchased
and will be returned promptly after the expiration of the tender offer
to the tendering stockholders. The tender offer will remain open for at
least twenty (20) business days. The Company also reserves the right to
purchase up to an additional 2% of its shares outstanding pursuant to
and without amending or extending the tender offer.
Armstrong Flooring will use a portion of its cash and cash equivalents
on hand to fund the repurchase of shares in the tender offer. The tender
offer is not conditioned upon obtaining financing or any minimum number
of shares being tendered; however, the tender offer is subject to a
number of other terms and conditions, which are specified in the Offer
to Purchase.
The Company’s directors and executive officers have informed us that
they do not intend to tender into the Offer any Shares of which they, in
their individual capacity, have or share the power to (i) vote or direct
the voting or (ii) invest, dispose or direct the disposition.
Goldman Sachs & Co. LLC (the “Dealer Manager”) will serve as dealer
manager for the tender offer. Innisfree M&A Incorporated (the
“Information Agent”) will serve as information agent for the tender
offer and American Stock Transfer & Trust Company, LLC (the
“Depositary”) will serve as depositary for the tender offer. For more
information about the tender offer, please contact Innisfree M&A
Incorporated at 1-888-750-5834.
While the Company’s board of directors authorized the tender offer, it
has not made and will not be making, and none of the Company, the
Company’s affiliates or subsidiaries, the Dealer Manager, the
Information Agent or the Depositary has made or is making, any
recommendation to the Company’s stockholders as to whether to tender or
refrain from tendering their shares or as to the price or prices at
which stockholders may choose to tender their shares. Stockholders must
make their own decision as to whether to tender their shares and, if so,
how many shares to tender and the price or prices at which to tender
them. Stockholders are urged to discuss their decision with their tax
advisors, financial advisors and/or brokers.
The discussion of the tender offer contained in this press release
is for informational purposes only and is neither an offer to purchase
nor a solicitation of an offer to sell shares. The offer to purchase and
the solicitation of the Company’s shares are made only pursuant to the
Offer to Purchase, the related Letter of Transmittal, and other related
materials mailed or otherwise delivered to stockholders. Stockholders
should read those materials and the documents incorporated therein by
reference carefully when they become available because they will contain
important information, including the terms and conditions of the tender
offer. The Company will file a Tender Offer Statement on Schedule TO
(the “Tender Offer Statement”) with the SEC. The Tender Offer Statement,
including the Offer to Purchase, the related Letter of Transmittal and
other related materials, will also be available to stockholders at no
charge on the SEC’s website at www.sec.gov
or from the information agent for the tender offer, Innisfree M&A
Incorporated. Stockholders are urged to read those materials carefully
prior to making any decisions with respect to the tender offer.
ABOUT ARMSTRONG FLOORING
Armstrong Flooring, Inc. is a global leader in the design and
manufacture of innovative flooring solutions. Headquartered in
Lancaster, Pennsylvania, Armstrong Flooring is North America’s largest
producer of resilient flooring products. The company safely and
responsibly operates 8 manufacturing facilities globally, working to
provide the highest levels of service, quality and innovation to ensure
it remains as strong and vital as its 150-year heritage. For additional
information, please visit www.armstrongflooring.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Disclosures in this release, including without limitation, statements as
to the amount, timing and manner of the Company’s self-tender offer, and
in our other public documents and comments contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Those statements provide our future expectations or
forecasts and can be identified by our use of words such as
“anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,”
“believe,” “outlook,” “target,” “predict,” “may,” “will,” “would,”
“could,” “should,” “seek,” and other words or phrases of similar meaning
in connection with any discussion of future operating or financial
performance. Forward-looking statements, by their nature, address
matters that are uncertain and involve risks because they relate to
events and depend on circumstances that may or may not occur in the
future. As a result, our actual results may differ materially from our
expected results and from those expressed in our forward-looking
statements. A more detailed discussion of the risks and uncertainties
that could cause our actual results to differ materially from those
projected, anticipated or implied is included in our reports filed with
the SEC. Forward-looking statements speak only as of the date they are
made. We undertake no obligation to update any forward-looking
statements beyond what is required under applicable securities law.
Contacts
INVESTOR & MEDIA RELATIONS
Investors:
Douglas
Bingham
SVP, Chief Financial Officer
717-672-9300
[email protected]
Media:
Steve
Trapnell
Corporate Communications Manager
717-672-7218
[email protected]
