Blount International DEFA14A Additional proxy soliciting materials

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) ofthe Securities Exchange Act of 1934 (Amendment No. )
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☐	Preliminary Proxy Statement
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☐	Definitive Proxy Statement
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☒	Soliciting Material under §240.14a-12
Blount International, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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On December 10, 2015, Blount International, Inc. distributed the following letter to its employees:

December 10, 2015

Dear Team Members,

We would like to share some important news about the future of our Company. Today, we announced that Blount has agreed to be acquired by American Securities LLC, a respected private equity firm and P2 Capital Partners, LLC, our second largest shareholder. We believe the proposed transaction will provide us with additional flexibility to execute our strategic plan as we continue to navigate the challenging macroeconomic environment, while providing immediate value to all shareholders.

P2 is a long-term investor that understands our business. Both American Securities and P2 invest in leading companies in attractive industries that have experienced management and talented teams. If the proposed transaction is completed, we do not anticipate any fundamental changes to the Company, the Senior Leadership Team, or your responsibilities. We will largely operate as we do today – the Company will simply have different owners.

This proposed transaction is a positive step for Blount and has the potential to provide a number of benefits. American Securities and P2, both of whom firmly believe in our Company and our strategy, have significant financial resources to invest in our growth, as well as in our manufacturing capabilities, brands, and people to help us achieve our stated goals.

We expect that the proposed transaction will be completed in the first half of 2016, subject to the approval of Blount shareholders and regulatory authorities, the satisfaction or waiver of customary closing conditions, and Blount’s ability to terminate the merger agreement to accept a superior proposal. During this period, we all need to stay focused on our day-to-day responsibilities and continue to deliver the high-quality products that we are known for. As further material developments arise, we will provide you with updates.

If you are contacted by the media regarding today’s news, please refer them to David Dugan at +1.503.653.4692 or david.dugan@blount.com.

Thank you again for your continued commitment and dedication to Blount. The interest of P2 and American Securities in Blount is a testament to the strength and hard work of our talented team. We are confident we have a bright future ahead.

– Your Senior Leadership Team

4909 SE INTERNATIONAL WAY  |  PORTLAND, OREGON 97222-4601

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

“Forward looking statements” in this communication, including without limitation statements regarding the proposed transaction, the expected timetable for completing the proposed transaction, Blount’s “outlook,” “expectations,” “beliefs,” “plans,” “indications,” “estimates,” “anticipations,” “guidance” and their variants, as defined by the Private Securities Litigation Reform Act of 1995, are based upon available information and upon assumptions that Blount believes are reasonable; however, these forward looking statements involve certain risks and should not be considered indicative of actual results that Blount may achieve in the future. There are a number of factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, in particular, among other things, the ability to consummate the proposed transaction in the time frame expected by the parties or at all; any conditions imposed on the parties in connection with the consummation of the proposed transactions; the ability to obtain requisite regulatory approvals on the proposed terms and schedule; the ability to obtain Blount shareholder approval and the satisfaction of the other conditions to the consummation of the proposed transaction; the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers and customers; the ability of third parties to fulfill their obligations relating to the proposed transaction, including providing financing under current financial market conditions; and the other factors and financial, operational and legal risks or uncertainties described in Blount’s public filings with the SEC, including the “Risk Factors” and “Forward Looking Statements” sections of Blount’s Annual Report on Form 10-K for the year ended December 31, 2014 and subsequent Quarterly Reports on Form 10-Q. Blount disclaims any intention or obligation to update or revise any forward-looking statements as a result of developments occurring after the date of this document except as required by law.

IMPORTANT ADDITIONAL INFORMATION

This communication may be deemed to be solicitation material in respect of the proposed acquisition of Blount by American Securities LLC and P2 Capital Partners, LLC.  In connection with the proposed acquisition, Blount plans to file relevant materials with the SEC, including Blount’s Proxy Statement in preliminary and definitive form.  Before making any voting decision, Blount shareholders are urged to read all relevant documents filed with the SEC, including Blount's proxy statement when it becomes available, because they will contain important information about the proposed transaction and the parties to the proposed transaction.  Investors and security holders are able to obtain the documents (once available) free of charge at the SEC’s website at www.sec.gov, or free of charge from Blount on the Investor Relations Page of its corporate website at http://www.blount.com, or by directing a request to Blount International, Inc., Investor Relations, 4909 SE International Way, Portland, Oregon 97222.

PARTICIPANTS IN SOLICITATION

Blount and its directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from Blount shareholders with respect to the proposed transaction.  Information about Blount's directors and executive officers is set forth in Blount's Proxy Statement on Schedule 14A for its 2015 Annual Meeting of Stockholders, which was filed with the SEC on April 21, 2015. Information concerning the interests of Blount's participants in the solicitation, which may, in some cases, be different than those of Blount's shareholders generally, is set forth in the materials filed by Blount with the SEC, and will be set forth in the proxy statement relating to the proposed transaction when it becomes available. Investors should read such materials carefully before making any voting or investment decision.