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): June 12, 2019
GLOBAL BRASS AND COPPER HOLDINGS, INC.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 001-35938 | 06-1826563 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File No.) | Identification No.) |
475 N. Martingale Road Suite 1050 Schaumburg, IL | 60173 |
| (Address of Principal Executive Offices) | (Zip Code) |
(847) 240-4700
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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) |
| ☒ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | BRSS | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events
Global Brass and Copper Holdings, Inc. (the “Company”) announced that sales volumes since the last earnings release on May 2, 2019 have been slightly lower than management’s expectations. The Company also provided an update on the status of the proposed acquisition of the Company by Wieland-Werke AG (“Wieland Group”) pursuant to the Agreement and Plan of Merger, dated as of April 9, 2019, by and among the Company, Wieland Group, Wieland Holdings, Inc. and Elephant Acquisition Corp. The parties submitted a draft joint voluntary notice to the Committee on Foreign Investment in the United States (“CFIUS”) on April 19, 2019, and submitted a final joint voluntary notice for review by CFIUS on May 13, 2019, after addressing the comments provided on the draft filing. The parties have not yet received approval from CFIUS with respect to the proposed acquisition. Completion of the acquisition is conditioned on receipt of CFIUS approval.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Wieland Group. In connection with the proposed transaction, the Company filed on May 29, 2019 with the Securities and Exchange Commission (SEC) and furnished to its stockholders a proxy statement and other relevant documents. COMPANY STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors may obtain a free copy of the proxy statement and other relevant documents filed by the Company with the SEC at the SEC’s web site at http://www.sec.gov. The proxy statement and such other documents filed by the Company with the SEC may also be obtained for free from the Investor Relations section of the Company’s web site (https://ir.gbcholdings.com/) or by directing a request to: Guava, 475 N. Martingale Road, Suite 1200, Schaumburg, IL 60173, Attention: Investor Relations. Copies of documents filed by the Company with the SEC may also be obtained for free at the SEC’s web site at http://www.sec.gov.
Participants in Solicitation
The Company and its respective officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction. Information about the Company’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on February 28, 2019, and the proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on March 29, 2019. Investors may obtain more detailed information regarding the direct and indirect interests of the Company and its respective executive officers and directors in the acquisition by reading the preliminary and definitive proxy statement regarding the proposed transaction filed with the SEC. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
Certain statements contained in this document constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. When used in this filing, the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions are intended to identify forward-looking statements. Statements regarding whether and when the proposed transaction will be consummated and the anticipated benefits thereof, among others, may be forward-looking. This filing contains forward-looking statements that involve risks and uncertainties concerning Wieland Group’s proposed acquisition of the Company, the Company’s expected financial performance, as well as the Company’s strategic and operational plans. Actual events or results may differ materially from those described in this filing due to a number of risks and uncertainties. The potential risks and uncertainties include, among others, the possibility that the Company may be unable to obtain required stockholder approval or that other conditions to closing the proposed transaction may not be satisfied, such that the proposed transaction will not close or that the closing may be delayed; general economic conditions; the proposed transaction may involve unexpected costs, liabilities or delays; risks that the transaction disrupts current plans and operations of the Company; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement. For more details on these and other potential risks and uncertainties, please refer to the proxy statement and the documents that the Company files with the SEC on Forms 10-K, 10-Q and 8-K. All forward-looking statements speak only as of the date of this filing or, in the case of any document incorporated by reference, the date of that document. The Company is under no duty to update any of the forward-looking statements after the date of this filing to conform to actual results, except as required by applicable law.
SIGNATURES
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 hereunto duly authorized.
| GLOBAL BRASS AND COPPER HOLDINGS, INC. | ||
| (Registrant) | ||
| By: | /s/ Christopher J. Kodosky | |
| Name: Christopher J. Kodosky | ||
| Title: Chief Financial Officer | ||
Date: June 12, 2019