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): February 11, 1998
Sybron Chemicals Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-19983 51-0301280
(State or other juris- (Commission (IRS Employer
diction of incorporation) File No.) Identification No.)
Birmingham Road, P.O. Box 66
Birmingham, New Jersey 08011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 893-1100
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On December 11, 1997, Sybron Chemicals Inc. ("Sybron") entered into an
Agreement and Plan of Merger (the "Merger Agreement") by and among Sybron,
Sybron Holdings, Inc., a Delaware corporation ("Holdings"), and Sybron
Acquisition Corp. ("Acquisition"), a Delaware corporation and wholly owned
subsidiary of Holdings, pursuant to which Acquisition was to merge with and into
Sybron (the "Merger"), with Sybron being the surviving corporation, and Sybron's
stockholders (other than Holdings and Acquisition) were to receive for their
shares of common stock of Sybron, par value $0.01 per share (each a "Share"),
$34.50 per Share, in cash. A copy of the Merger Agreement was filed as Exhibit 2
to Sybron's Current Report on Form 8-K dated December 11, 1997. Holdings is
owned by an investor group comprised of certain executive officers of Sybron,
including Richard M. Klein, Ph.D., President and Chief Executive Officer, and
John H. Schroeder, executive Vice President, and by an affiliate of Citicorp
Venture Capital Ltd. ("CVC") and certain employees of CVC (collectively, the
"Investor Group").
On February 11, 1998, the special committee (the "Special Committee")
of the Board of Directors of Sybron (the "Board") informed the Investor Group
that the Special Committee was withdrawing its support of the Merger. On that
same date, the Board was notified by the Investor Group that the Investor Group
was terminating the Merger Agreement in accordance with its terms.
On February 11, 1998, Sybron issued a press release relating to the
foregoing, a copy of which is filed herewith as Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
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<PAGE>
(c) Exhibits.
Exhibit 99 Press Release dated February 11, 1998.
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<PAGE>
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 hereunto duly authorized.
Sybron Chemicals Inc.
(Registrant)
Date: February 13, 1998
By: /s/Dennis J. Fiore
Dennis J. Fiore
Vice President, Finance and
Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
Exhibit Description Method of Filing
99 Press Release dated February 11, 1998. Filed electronically herewith.
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FROM: Sybron Chemicals Inc.
Birmingham Road
Birmingham, NJ 08011
CONTRACT: Richard M. Klein
President and Chief Executive Officer
(609) 893-1100
FOR RELEASE: Immediately
February 11, 1998
SYBRON CHEMICALS INC. ANNOUNCES
TERMINATION OF MERGER AGREEMENT AFTER
SPECIAL COMMITTEE WITHDRAWS SUPPORT
BIRMINGHAM, NJ, February 11, 1998 -- Sybron Chemicals Inc.
(the "Company") (AMEX: SYC) said today that its previously announced merger
agreement with a company formed by an investor group has been terminated. The
action came after the Company and the investor group were informed by the
Special Committee of the Company's Board of Directors, which had previously
recommended the transaction to stockholders, that it has withdrawn its
recommendation. Although the Special Committee's financial advisor maintained
its opinion that the proposed transaction was fair from a financial point of
view, the Special Committee nevertheless concluded that the terms of the
transaction were no longer sufficient. Because of the Special Committee's
decision to withdraw its support for the transaction, the fairness opinion that
was issued by the Special Committee's financial advisor is no longer available.
As previously announced, the merger would have resulted in a
cash payment of $34.50 per share to the Company's stockholders. The transaction
would have been subject to the affirmative vote of a majority of the Company's
stockholders not affiliated with the investor group.
In its letter terminating the merger agreement, the investor
group said:
"We appreciate the time and energy devoted to this process by
the members of the Special Committee, but we respectfully disagree with the
conclusion they have reached. The proposed transaction presented an attractive
opportunity for Sybron Chemicals' public stockholders to receive a premium in
cash for their shares. We continue to believe that the transaction would have
been supported by a substantial majority of the non-affiliated stockholders.
However, we are not prepared to continue to pursue the transaction without the
support of the Special Committee. [We] remain committed to our investment in
Sybron Chemicals and to working to build value for all of the Company's
stockholders."
<PAGE>
Commenting for the Company, Dr. Richard Klein, President and
CEO, said that this development will have no adverse impact on the Company's
ongoing business activities. "We had a record year in 1997 and we are dedicated
to continuing our growth."
Sybron Chemicals, Inc. is an international specialty chemical
company that develops, produces and markets specialty chemicals in two main
market segments: Textile preparation, dyeing, printing and finishing, and
Environmental (primarily related to water and waste treatment). Products include
Tanatex(R) dyehouse chemicals and Jersey State(TM), Auralux(TM) and other
finishing chemicals for the textile and carpet industries; Ionac(R) ion exchange
resins for use in water treatment and special applications; specialty resins for
use in reprographic and laser printer toners, Bi-Chem(R) biologically active
seeds cultures for industrial, municipal and sanitary waste treatment and
groundspill clean-up.
For more information on Sybron Chemicals Inc., please visit us
on the World Wide Web at http://www.sybronchemicals.com/
