Item 8.01. Other Events.
As previously disclosed, on September 27, 2021, Kraton Corporation, a Delaware
corporation ("Kraton" or the "Company"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") with DL Chemical Co., Ltd., a company organized
under the laws of the Republic of Korea ("Parent"), DLC US Holdings, Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent, and DLC US, Inc.,
a Delaware corporation and a wholly-owned subsidiary of Intermediate Merger
Subsidiary ("Merger Subsidiary"). Pursuant to the Merger Agreement, and subject
to the terms and conditions thereof, Merger Subsidiary will merge with and into
the Company (the "Merger"), with the Company surviving the Merger as an indirect
and wholly-owned subsidiary of Parent. The obligations of the parties to
consummate the Merger are subject to the satisfaction or waiver of customary
closing conditions set forth in the Merger Agreement, including, among others,
(1) the expiration or termination of any waiting period applicable under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Waiting Period"), and (2) the receipt of clearance from the Committee on Foreign
Investment in the United States ("CFIUS Clearance").
On November 12, 2021, at 11:59 p.m. eastern time, the HSR Waiting Period
expired. Furthermore, on November 17, 2021, the Company and Parent received
CFIUS Clearance. The Merger remains subject to other closing conditions,
including the receipt of certain antitrust approvals outside of the United
States, and is expected to be completed by the end of the first half of 2022.
As previously disclosed, the Company will hold a special meeting of Kraton
stockholders on December 9, 2021 at 9:00 a.m. central time, at The Sheraton
North Houston, 15700 John F. Kennedy Boulevard, Houston, Texas 77032, at which
the Company's stockholders will be asked to consider and vote on, among other
things, the proposal to adopt the Merger Agreement and authorize and approve the
transactions contemplated thereby, including the Merger. Stockholders of record
as of 3:00 p.m., central time, on November 4, 2021 will be entitled to vote at
the special meeting or at any adjournment or postponement thereof.
FORWARD LOOKING STATEMENTS
Some of the statements and information in this communication may contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. This communication includes forward-looking
statements that reflect the Company's beliefs, expectations and current views
with respect to, among other things, its financial condition, financial
performance and other future events or circumstances. Forward-looking statements
are often identified by words such as "outlook," "believes," "target,"
"estimates," "approximately," "expects," "projects," "represents," "may,"
"intends," "plans," "on track," "anticipate," the negative of such words or
similar terminology, and include, but are not limited to, the Company's
expectations with respect to the sale of the Company, including the timing
thereof.
Examples of forward-looking statements in this communication include, but are
not limited to, statements about the price, terms and closing date of the
proposed transaction, and statements regarding stockholder and regulatory
approvals and the satisfaction of various other conditions to the closing
transaction contemplated by the Merger Agreement. Forward-looking statements are
subject to certain risks and uncertainties that could cause actual results,
expectations, or outcomes to differ materially from our historical experience as
well as management's present expectations or projections. These risks and
uncertainties include, but are not limited to: (i) the occurrence of any event,
change or other circumstances that could give rise to the termination of the
Merger Agreement; (ii) the inability to complete the proposed transaction due to
the failure to obtain the Company stockholder approval for the proposed
transaction or the failure to satisfy other conditions of the proposed
transaction within the proposed timeframe or at all (including receipt of
regulatory approvals); (iii) risks related to disruption of management's
attention from the Company's ongoing business operations due to the transaction;
(iv) the outcome of any legal proceedings, regulatory proceedings or enforcement
matters that may be instituted against the Company and others relating to the
Merger Agreement; (vi) the risk that the pendency of the proposed transaction
disrupts current plans and operations and the potential difficulties in employee
retention as a result of the pendency of the proposed transaction; (vii) the
effect of the announcement of the proposed transaction on the Company's
relationships with its customers, suppliers, key stakeholders, employees,
operating results and business generally; (viii) risks related to the Company's
business or
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stock price as a result of uncertainty surrounding the proposed transaction;
(ix) the amount of the costs, fees, expenses and charges related to the proposed
transaction; and (x) other risks to consummation of the proposed transaction,
including the risk that the proposed transaction will not be consummated within
the expected time period or at all. Consider these factors carefully in
evaluating the forward-looking statements.
All forward-looking statements in this communication are made based on
management's current expectations and assumptions, which are subject to known
and unknown risks, uncertainties and other important factors that could cause
actual results to differ materially from those expressed in forward-looking
statements. These risks and uncertainties are more fully described in the
Company's latest Annual Report on Form 10-K, including but not limited to "Part
I, Item 1A. Risk Factors" and "Part II, Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" therein, and in the
Company's other filings with the Securities and Exchange Commission (the "SEC"),
and include, but are not limited to, risks related to: not completing, or not
completely realizing the anticipated benefits from, the sale of the business;
receipt and timing of necessary regulatory approvals; the Company's reliance on
third parties for the provision of significant operating and other services;
conditions in, and risk associated with operating in, the global economy and
capital markets; fluctuations in raw material costs; natural disasters and
weather conditions; limitations in the availability of raw materials; and other
factors of which the Company is currently unaware, deems immaterial or are
outside the Company's control. In addition, to the extent any inconsistency or
conflict exists between the information included in this communication and the
information included in our prior releases, reports or other filings with
the SEC, the information contained in this communication updates and supersede
such information. The Company believes its expectations and assumptions are
reasonable, but there can be no assurance that the expectations reflected herein
will be achieved. Accordingly, readers are cautioned not to place undue reliance
on forward-looking statements. Forward-looking statements speak only as of the
date they are made, and the Company assumes no obligation to update such
information in light of new information or future events.
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 Parent. In connection with the proposed
transaction, the Company has filed relevant materials with the SEC, including
the Company's definitive proxy statement on Schedule 14A filed on November 4,
2021, related to the solicitation of proxies for the Company stockholders'
meeting with respect to the proposed transaction. This communication does not
constitute any solicitation of votes or approval in relation to the proposed
transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY'S
PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION, IN THEIR ENTIRETY WHEN SUCH DOCUMENTS BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES THERETO. Investors and security holders are able to
obtain a copy of the proxy statement and other documents (when available) free
of charge at the SEC's web site, www.sec.gov, through the "Investors" section of
our website, www.kraton.com, or by sending a request of such documents to:
Kraton Corporation, 15710 John F. Kennedy Blvd., Suite 300, Houston, Texas
77032, telephone 281-504-4700.
Participants in Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of the Company's
common stock in respect of the proposed transaction. Information about the
directors and executive officers of the Company is set forth in its proxy
statement for its 2021 Annual Meeting of Stockholders, which was filed with the
SEC on April 8, 2021. Investors may obtain additional information regarding the
interests of such persons in the proposed transaction, by security holdings or
otherwise, by reading the definitive proxy statement regarding the acquisition
described above.
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