Element Solutions Inc current report, 28 August 2015

Business Context and Reporting Period

This Form 8-K is a current report filed by Platform Specialty Products Corporation ("Platform") on August 28, 2015. The filing addresses a material event regarding Platform's recommended offer to acquire all issued and to be issued shares of Alent plc ("Alent") through a wholly owned indirect subsidiary, MacDermid Performance Acquisitions Ltd ("Bidco"). The transaction is structured as a court-sanctioned scheme of arrangement under the U.K. Companies Act 2006.

Key Financial Metrics

This filing is a current report regarding a corporate event and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data for the reporting period.

Material Changes

The primary material change reported is the early termination of the antitrust waiting period under the Hart-Scott Rodino Antitrust Improvements Act ("HSR Act"). This termination satisfies a specific condition required for the proposed acquisition scheme to proceed.

Guidance, Outlook, and Risks

  • Transaction Status: While the HSR waiting period has ended, the Scheme remains subject to other conditions, including Alent shareholder approval and regulatory approvals in certain other jurisdictions.
  • Forward-Looking Statements: The report contains forward-looking statements regarding the financial condition and future plans of the combined business. These statements involve risks and uncertainties, and actual results may differ materially from expectations.
  • Disclaimer: Platform, Bidco, and Alent do not assume an obligation to update or correct the information in this report except as required by law.

Investor Verification Checklist

  • Verify the status of remaining regulatory approvals required in jurisdictions other than the U.S.
  • Confirm the outcome of the required Alent shareholder approval vote.
  • Review the full text of the announcement attached as Exhibit 99.1 for specific terms of the Scheme.
  • Monitor for any subsequent filings regarding the final closing of the acquisition.