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U.S. 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 26, 1999
THE GENERAL CHEMICAL GROUP INC.
(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-13404 02-0423437
(Commission File No.) (IRS employer identification no.)
LIBERTY LANE, HAMPTON, NEW HAMPSHIRE 03842
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (603) 929-2606
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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
As of February 26, 1999, The General Chemical Group Inc. ("General
Chemical") entered into an Acquisition Agreement (the "Acquisition Agreement")
with Noma Industries Limited, a corporation incorporated under the laws of
Ontario, Canada ("Noma"), pursuant to which General Chemical will offer (the
"Offer") to acquire, through a newly formed wholly owned Canadian subsidiary,
all of the issued and outstanding Class A NonVoting Shares and Class B Shares of
capital stock of Noma (collectively, the "Noma Shares") for cash at a price per
Noma Share equal to Cdn. $9.25 (the "Offer Price"), which represents an
aggregate purchase price of approximately Cdn. $330 million. The Offer Price was
determined through negotiation.
Noma, headquartered in Ontario, designs, engineers and manufactures
insulated copper wire and wire-related products for industrial and consumer
applications, with sales of approximately Cdn. $398 million for its fiscal year
ended December 31, 1998. The Noma Shares are listed on the Toronto Stock
Exchange under the symbols "NMA.A" and "NMA.B".
In connection with the Acquisition Agreement, Henry T. Beck, the Chairman
of the Board of Directors of Noma, and certain related entities have irrevocably
agreed to tender their Noma Shares to General Chemical under the Offer. Mr. Beck
and such related entities own or control approximately 15.7% of the Class A
shares and approximately 83.6% of the Class B shares of capital stock of Noma,
on a fully diluted basis.
The consummation of the Offer is subject to, among other things, the tender
by the holders of the Noma Shares under the Offer of numbers of Class A shares
and Class B shares sufficient to ensure that General Chemical, through its newly
formed wholly owned Canadian subsidiary, will be entitled under the Business
Corporations Act (Ontario) to effect a subsequent acquisition transaction
through which General Chemical will obtain any untendered shares at the Offer
Price. In this connection, if General Chemical holds 90% or more of the voting
rights of Noma after the tender offer, General Chemical intends to implement the
procedures provided by Canadian law for the mandatory tender of the remaining
shares and the de-listing of Noma from the Toronto Stock Exchange. The
consummation of the Offer is also subject to the receipt of all requisite
governmental or regulatory consents and approvals.
ITEM 7: FINANCIAL STATEMENT AND EXHIBITS
(a) Financial Statements of Business Acquired
It is impracticable to provide the required financial statements of Noma on
the date hereof. Accordingly, the required financial statements will be
filed as an amendment to this Current Report on Form 8-K as soon as
practicable, but not later than May 11, 1999 (60 days after this Current
Report on Form 8-K must be filed).
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(b) Pro Forma Financial Information
It is impracticable to provide the required pro forma financial statements
on the date hereof. Accordingly, the required financial statements will be
filed as an amendment to this Current Report on Form 8-K as soon as
practicable, but not later than May 11, 1999 (60 days after this Current
Report on Form 8-K must be filed).
(c) Exhibits
See attached Exhibit Index.
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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.
THE GENERAL CHEMICAL GROUP INC.
By: /s/ Todd M. DuChene
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Todd M. DuChene
Secretary
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Exhibit Index
99.1 Press Release of The General Chemical Group Inc. dated March 1, 1999.
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Exhibit 99.1
PRESS RELEASE THE GENERAL CHEMICAL GROUP INC.
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For Information Contact: William C. Keightley
Chief Financial Officer
(973) 515-0900
GENERAL CHEMICAL OFFERS TO ACQUIRE WIRE-PRODUCTS MANUFACTURER NOMA
INDUSTRIES IN TENDER OFFER
HAMPTON, N.H., and TORONTO-- The General Chemical Group Inc. (NYSE: GCG)
and Toronto-based Noma Industries Limited (TSE: NMA.A and NMA.B) have
agreed that General Chemical will offer to acquire all of Noma's
outstanding shares, consisting of two classes of stock, in a cash tender
offer of $9.25 Canadian per share, a transaction valued at approximately
$220 million (U.S.).
With 1998 sales of approximately $265 million (U.S.), Noma is a leading
manufacturer of electrical wire and components for the automotive,
appliance and electronic industries, and will complement General Chemical's
rapidly growing manufacturing operations serving many of the same
customers.
The Board of Directors of Noma unanimously approved the transaction with
General Chemical. The family of H. Thomas Beck, Noma's chairman, holders of
15.7% of the Noma Class A shares on a fully diluted basis and 83.6% of Noma
Class B shares on a fully diluted basis, have irrevocably agreed to tender
to the General Chemical bid. Financing for the transaction will come from
General Chemical's existing credit facilities.
"We look forward to welcoming Noma Industries to our expanding family of
companies," Paul M. Montrone, chairman and principal shareholder of General
Chemical, said, "This acquisition is representative of the value-enhancing
transactions GenTek Inc. will be entering into when it is spun off from
General Chemical. Noma will be part of GenTek."
Like Noma, General Chemical's Toledo Technologies, Defiance and Sandco
subsidiaries manufacture automotive components. In addition, General
Chemical produces fluid-handling equipment for the transportation industry
and performance and industrial chemicals for a wide variety of customers
and markets. General Chemical recently announced the spinoff of its
manufacturing and performance-chemicals businesses to form GenTek.
"The acquisition is expected to be immediately accretive to our earnings
and cash flow," said Richard R. Russell, president and chief executive
officer of General Chemical. "Noma's strong product lines, excellent
production facilities in the United States, Canada and Mexico and extensive
North American sales and distribution organization will all fit well with
our other manufacturing businesses."
Noma products include ignition cables, engine-block heaters, battery
blankets, wire harnesses, power cords and electromechanical assemblies.
More than 75% of the company's sales are attributable to electrical wire
and components for industrial customers, with the balance coming from
consumer electrical products.
The tender offer, which is expected to commence next week, is subject to,
among other things, the tender of at least 66 2/3% of each class of Noma
shares outstanding, the termination or expiration of the waiting period
under the Hart-Scott-Rodino Act, and Canadian regulatory approvals. In the
event of termination of the merger agreement, under certain circumstances
General Chemical would be entitled to a termination fee of $10.0 million
Canadian.
Note: This press release contains forward-looking statements within the
meaning of the Private Litigation Reform Act of 1995. Actual results may
differ materially from anticipated results due to certain risks and
uncertainties, including but not limited to general economic conditions in
the markets in which Noma operates, fluctuations in the production of end
products for which Noma is a supplier, fluctuations in the level of
product-development activity at Noma's significant customers, labor
disputes involving Noma or its significant customers, and other risks
detailed from time to time in Noma's public filings under Canadian
securities laws.
