AZZ incorporated announced successful completion of the tender offer by its indirect wholly-owned subsidiary, Big Kettle Merger Sub, Inc., for all outstanding shares of common stock of North American Galvanizing & Coatings, Inc. at a price of $7.50 per share, net to the seller in cash, without interest. The tender offer expired on Monday, June 14, 2010.
As of the expiration of the tender offer, approximately 12,900,591 shares were validly tendered and not withdrawn in the tender offer, representing approximately 77% of North American Galvanizing's issued and outstanding shares. All validly tendered shares have been accepted for payment in accordance with the terms of the tender offer. Commitments have also been received for the tender of approximately 117,395 additional shares under the guaranteed delivery procedures for the tender offer.
AZZ expects to complete its acquisition of NGA promptly through the merger of Big Kettle Merger Sub, Inc. with and into North American Galvanizing & Coatings in accordance with the Agreement and Plan of Merger. Based on the number of shares accepted for payment in the tender offer, AZZ will not need to obtain consent or affirmative votes from any other stockholders to give effect to the merger.
Following the merger, North American Galvanizing & Coatings will be a wholly owned subsidiary of AZZ. All remaining publicly held shares (other than shares held by holders who properly exercise their appraisal rights) will be acquired for $7.50 per share, net to the holder in cash, without interest, in the merger.
North American Galvanizing & Coatings is a leading provider of corrosion protection for iron and steel components fabricated by its customers. The company operates eleven galvanizing and coating facilities located in Colorado, Kentucky, Missouri, Ohio, Oklahoma, Tennessee, Texas and West Virginia with galvanizing kettles ranging in length from 16 to 62 feet and lifting capacities ranging from 12,000 to 40,000 pounds.
AZZ incorporated is a specialty electrical equipment manufacturer serving the global markets of industrial, power generation, transmission and distributions, as well as a leading provider of hot dip galvanizing services to the steel fabrication market nationwide.