PPG Issues Statement Regarding Decision by the Dutch Authority for the Financial Markets
PITTSBURGH–(BUSINESS WIRE)–PPG (NYSE:PPG) today issued the following statement in response to the
decision by the Dutch Authority for the Financial Markets:
PPG was notified late today by the Dutch Authority for the Financial
Markets (AFM) that it did not grant PPG’s request for an extension. PPG
will continue to assess all of its options including whether or not to
file a preliminarily draft offer memorandum with the AFM by no later
than June 1, 2017, relating to a public offer for all the issued and
outstanding shares of AkzoNobel. PPG will make further announcements if
and when it is appropriate.
This is a public announcement by PPG pursuant to the provisions of
section 4 paragraph 3 of the Decree on Public Takeover Bids (Besluit
openbare biedingen Wft) of the Netherlands in connection with a
potential voluntary public offer by PPG for all the issued and
outstanding ordinary shares in the capital of AkzoNobel. This
announcement does not constitute an offer, or any solicitation of any
offer, to buy or subscribe for any securities. This announcement
does not constitute a decision on what actions PPG will take following
the outcome of any assessment of its options. Any offer will be
made only by means of an offer memorandum. This announcement is not for
release, publication or distribution, in whole or in part, in, into or
from, directly or indirectly, any other jurisdiction in which such
release, publication or distribution would be unlawful.
To view the previous announcements related to PPG’s proposal to combine
with AkzoNobel, click
here. To learn more about PPG, visit www.ppg.com.
PPG: WE PROTECT AND BEAUTIFY THE WORLD™
At PPG (NYSE:PPG), we work every day to develop and deliver the paints,
coatings and materials that our customers have trusted for more than 130
years. Through dedication and creativity, we solve our customers’
biggest challenges, collaborating closely to find the right path
forward. With headquarters in Pittsburgh, we operate and innovate in
more than 70 countries and reported net sales of $14.8 billion in 2016.
We serve customers in construction, consumer products, industrial and
transportation markets and aftermarkets. To learn more, visit www.ppg.com.
We protect and beautify the world is a trademark and the PPG
Logo is a registered trademark of PPG Industries Ohio, Inc.
Forward-Looking Statements
This press release contains certain statements about PPG Industries,
Inc. (“PPG”) that are “forward-looking statements” within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995. These matters
involve risks and uncertainties as discussed in PPG’s periodic reports
on Form 10-K and Form 10-Q, and its current reports on Form 8-K, filed
from time to time with the Securities and Exchange Commission (“SEC”).
The forward-looking statements contained in this press release include
statements about the proposed business combination with Akzo Nobel N.V.
(“AkzoNobel”) by PPG (such proposed business combination, the
“Transaction”), the terms of the proposed Transaction and the expected
benefits of the Transaction for PPG, AkzoNobel and their respective
shareholders. Without limitation, any statements preceded or followed by
or that include the words “targets,” “plans,” “believes,” “expects,”
“intends,” “will,” “likely,” “may,” “anticipates,” “estimates,”
“projects,” “should,” “would,” “could,” “positioned,” “strategy,”
“future,” or words, phrases or terms of similar substance or the
negative thereof, are forward-looking statements. These statements are
based on the current expectations of the management of PPG and are
subject to uncertainty and to changes in circumstances and involve risks
and uncertainties that could cause actual results to differ materially
from those expressed or implied in such forward-looking statements. In
addition, these statements are based on a number of assumptions that are
subject to change. Such risks, uncertainties and assumptions include:
PPG’s future actions in respect of the Transaction and AkzoNobel;
whether an agreement in respect of the Transaction will ultimately be
negotiated and executed; uncertainties as to whether AkzoNobel will
cooperate with PPG regarding the Transaction; whether AkzoNobel’s
management or supervisory boards will endorse the Transaction and
uncertainties as to successful implementation of the Transaction.
However, it is not possible to predict or identify all such factors.
Consequently, while the list of factors presented here is considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted factors may
present significant additional obstacles to the realization of
forward-looking statements. Forward-looking statements included herein
are made as of the date hereof, and PPG undertakes no obligation to
update publicly such statements to reflect subsequent events or
circumstances.
Additional Information About the Proposed Transaction and Where to
Find It
An agreement in respect of the Transaction described in this press
release has not yet been executed, and this press release is neither an
offer to sell securities, a solicitation of a proxy, nor a substitute
for a registration statement or proxy statement or other filings that
may be made with the SEC. Any proxy solicitation of PPG’s shareholders
will be made through materials filed with the SEC and no offer of
securities to U.S. security holders or holders of ADRs representing
AkzoNobel shares shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended. Should an
agreement with respect to the Transaction be reached, PPG expects to
file relevant materials with the SEC, including a registration statement
on Form S-4 and a proxy statement. Investors and security holders are
urged to read all relevant documents filed with the SEC (if and when
they become available), including the prospectus and proxy statement,
because they will contain important information about the Transaction.
Investors and security holders will be able to obtain these documents
(if and when available) free of charge at the SEC’s website http://www.sec.gov,
or from PPG’s Investor Center website http://investor.ppg.com.
Participants in the Solicitation
This press release is neither a solicitation of a proxy nor a substitute
for any proxy statement or other filings that may be made with the SEC.
Nonetheless, PPG and its affiliates and their directors and executive
officers and certain employees may be deemed to be participants in the
solicitation of proxies from the holders of PPG common stock with
respect to the Transaction. Information about such parties and a
description of their interests are set forth in PPG’s 2016 Annual
Report. Additional information regarding the interests of such
participants will also be included in the materials that PPG would file
with the SEC in connection with a Transaction. These documents (if and
when available) may be obtained free of charge from the SEC’s website http://www.sec.gov or
PPG’s Investor Center website http://investor.ppg.com.
Contacts
PPG Media Contact:
Bryan Iams, +1-412-434-2181
Corporate
Communications
[email protected]
or
PPG
Investor Contact:
Scott Minder, +1-412-434-3466
Investor
Relations
[email protected]
investor.ppg.com