CFIUS Approval Obtained for the Planned Merger of North American Stainless, Inc. and Haynes International, Inc.
Haynes International has secured CFIUS approval for its planned merger with North American Stainless, expected to close in Q4 2024. The merger, initially announced on February 4, 2024, involves North American Stainless' parent company, Acerinox S.A., and a subsidiary, Warhol Merger Sub. The deal will see Haynes becoming a wholly owned subsidiary of North American Stainless. While most regulatory approvals have been obtained, the merger still requires clearance from UK and Austrian authorities.
- CFIUS approval obtained, clearing a significant regulatory hurdle.
- Merger expected to close in Q4 2024, providing a clear timeline for completion.
- Haynes International to become a wholly owned subsidiary of North American Stainless, potentially enhancing operational synergies.
- Most regulatory approvals obtained, reducing uncertainty around the merger.
- Pending regulatory approvals in the UK and Austria could delay the merger.
Insights
The approval from the Committee on Foreign Investment in the United States (CFIUS) is a significant milestone in the merger between Haynes International, Inc. and North American Stainless, Inc. This type of regulatory approval is important for transactions involving foreign entities investing in American companies, as it aims to safeguard national security interests. For retail investors, this approval removes a substantial hurdle that could have delayed or even derailed the merger. From a financial perspective, mergers often aim to create synergies, reduce costs and enhance market reach. Given that Haynes International is a key player in high-performance alloys, the integration with North American Stainless could lead to enhanced operational efficiencies and market share growth. However, it's essential to monitor the remaining regulatory approvals in the UK and Austria. Any delays or rejections in these jurisdictions could impact the merger timeline and associated benefits.
The merger between Haynes International and North American Stainless stands to significantly reshape the competitive landscape within the specialty alloys market. Both companies possess strong market positions and combining their resources could result in a more robust product portfolio and expanded customer base. For retail investors, this creates an intriguing opportunity as the merger could enhance the combined entity's market dominance, potentially leading to improved pricing power and increased revenues. However, one must also consider potential integration challenges, especially in aligning different corporate cultures and operational practices. While short-term volatility might be expected until the merger is fully realized, the long-term outlook remains positive if the integration is managed effectively.
The clearance from CFIUS indicates that the merger has passed a important legal and regulatory checkpoint, which is often one of the most challenging aspects of international mergers. For investors, this reduces legal uncertainty and provides more clarity on the merger's pathway towards completion. Investors should note that although CFIUS approval is a significant step, the merger still requires regulatory clearances from the UK and Austria. Each regulatory body has distinct standards and concerns and any issues raised could potentially delay or complicate the merger. Additionally, investors should be aware of the merger agreement's specifics, including any termination fees or conditions that might come into play if the merger fails to receive all necessary approvals.
KOKOMO, Ind., June 27, 2024 (GLOBE NEWSWIRE) -- Haynes International, Inc. (NASDAQ GM: HAYN) (the “Company”), a leading developer, manufacturer and marketer of technologically advanced high-performance alloys, is pleased to announce that clearance has been obtained from the Committee on Foreign Investment in the United States (CFIUS) related to the planned merger with North American Stainless, Inc.
As previously disclosed, on February 4, 2024, Haynes International, Inc., a Delaware corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with North American Stainless, Inc., a Delaware corporation (“Parent”), Warhol Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and solely for purposes specified therein, Acerinox S.A., a Spanish sociedad anonima (“Guarantor”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).
The Merger remains subject to regulatory approval from applicable regulatory authorities in the United Kingdom and Austria. All other regulatory approvals and clearances where the applicable authorities have asserted jurisdiction have been obtained. The Company continues to expect that the Merger will close in the fourth calendar quarter of 2024.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. All statements other than statements of historical fact, including statements regarding market and industry prospects and future results of operations or financial position, made in this press release are forward-looking. In many cases, you can identify forward-looking statements by terminology, such as “may”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. Statements in this communication that are forward looking may include, but are not limited to, statements regarding the benefits of the proposed acquisition of the Company by Parent and the associated integration plans, expected synergies and capital expenditure commitments, anticipated future operating performance and results of the Company, the expected management and governance of the Company following the acquisition and expected timing of the closing of the proposed acquisition and other transactions contemplated by the Merger Agreement.
There may also be other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are difficult to predict and are generally outside the Company’s control, that could cause actual performance or results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. Such risks and uncertainties include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the right of the Company or Parent or both of them to terminate the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the failure to obtain applicable regulatory approvals in a timely manner or otherwise; the risk that the acquisition may not close in the anticipated timeframe or at all due to one or more of the other closing conditions to the transaction not being satisfied or waived; the risk that there may be unexpected costs, charges or expenses resulting from the proposed acquisition; risks that the proposed transaction disrupts the Company’s current plans and operations; the risk that certain restrictions during the pendency of the proposed transaction may impact the Company’s ability to pursue certain business opportunities or strategic transactions; risks related to disruption of each company’s management’s time and attention from ongoing business operations due to the proposed transaction; continued availability of capital and financing and rating agency actions; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock, credit ratings or operating results; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel, to retain customers and to maintain relationships with each of their respective business partners, suppliers and customers and on their respective operating results and businesses generally; the risk of litigation that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers and/or regulatory actions related to the proposed acquisition, including the effects of any outcomes related thereto; risks related to unpredictable and severe or catastrophic events, including but not limited to acts of terrorism, war or hostilities, cyber attacks, or the impact of the COVID-19 pandemic or any other pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide on the Company’s business, financial condition and results of operations, as well as the response thereto by each company’s management; and other business effects, including the effects of industry, market, economic, political or regulatory conditions.
Also, the Company’s actual results may differ materially from those contemplated by the forward-looking statements for a number of additional reasons as described in the Company’s filings with the SEC, including those set forth in the Risk Factors section and under any “Forward-Looking Statements” or similar heading in the Company’s most recently filed Annual Report on Form 10-K filed November 16, 2023, the Company’s Definitive Proxy Statement filed March 18, 2024 and the Company’s Current Reports on Form 8-K.
The Company has based these forward-looking statements on its current expectations and projections about future events. Although the Company believes that the assumptions on which the forward-looking statements contained herein are based are reasonable, any of those assumptions could prove to be inaccurate. As a result, the forward-looking statements based upon those assumptions also could be incorrect. Except to the extent required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements speak only as of the date hereof.
Contact:
Daniel Maudlin
Vice President of Finance and Chief Financial Officer
Haynes International, Inc.
765-456-6102
FAQ
What is the expected closing date for the Haynes and North American Stainless merger?
What regulatory approval was recently obtained for the Haynes merger?
Are there any remaining regulatory approvals required for the Haynes merger?
What will be the corporate structure after the Haynes merger?
