Quanex to acquire Tyman for ~$1.1B enterprise value; offers cash+stock or all-share alternative

Quanex Building Products CORP

Each Tyman share valued at 400p (240p cash + 0.05715 NX shares per share, or 0.14288 all-share capped at 25% of Tyman).
~$30M annual run-rate cost synergies expected; material EPS accretion in first fiscal year post close.
Financing via $750M interim term loan; long stop date Jan 22, 2025; expected completion in H2 2024.
Teleios (16.4% Tyman holder) irrevocably undertakes to support, electing all-share capped alternative.
Combination creates ~$2B pro forma revenue company; subject to shareholder and regulatory approvals.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Quanex Building Products CORP entered into Interim Facility Agreement with Wells Fargo Securities, LLC, BofA Securities, Inc. and TD Bank, N.A. (effective 2024-04-21).

Action: entry
Agreement: credit facility
Counterparty: Wells Fargo Securities, LLC, BofA Securities, Inc. and TD Bank, N.A.
Effective: 2024-04-21

Exact text from the filing

the Company, as guarantor and borrower, entered into an interim facility agreement, dated as of April 21, 2024 (the “ Interim Facility Agreement ”), with Wells Fargo Securities, LLC, BofA Securities, Inc. and TD Bank, N.A. as arrangers and Wells Fargo Bank, National Association, as interim facility agent and interim security agent

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Quanex Building Products CORP entered into Commitment Letter with certain financial institution parties named therein (effective 2024-04-21).

Action: entry
Counterparty: certain financial institution parties named therein
Effective: 2024-04-21

Exact text from the filing

the Company and certain financial institution parties named therein entered into a commitment letter, dated as of April 21, 2024 (the “ Commitment Letter ”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Quanex Building Products CORP entered into Co-operation Agreement with Tyman plc (effective 2024-04-22).

Action: entry
Agreement: merger
Counterparty: Tyman plc
Effective: 2024-04-22

Exact text from the filing

oard ”) and Tyman plc, a company incorporated in England and Wales (“ Tyman ”) (the “ Tyman Board ”), had reached an agreement on the terms of a recommended acquisition of Tyman by the Company (the “ Transaction ”).

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419 material agreements filed in the last 30 days. Browse all material agreements →

Quanex Building Products CORP filing history →

Source: SEC EDGAR

accession 0001104659-24-049723

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