8-K
filed November 21, 2024, 6:59 PM ET
CIK 0000858655
M&A
confidence high
sentiment neutral
materiality 1.00
HAYNES INTERNATIONAL INC: M&A transaction — Acerinox completes acquisition of Haynes International for $61.00 per share
HAYNES INTERNATIONAL INC
- Acquisition closed; Haynes shareholders receive $61.00/share cash, no interest.
- Nasdaq listing withdrawn; Haynes deregisters SEC reporting obligations.
- Acerinox to invest ~$200M over 4 years; expects $71M annual synergies.
- Haynes becomes part of new High-Performance Alloys division with VDM Metals.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alicia R. Masse resigned as Director at HAYNES INTERNATIONAL INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Michael L. Shor, Robert H. Getz, Dawne S. Hickton, Alicia R. Masse, Brian R. Shelton, and Larry O. Spencer each resigned from the Board of Directors of Haynes (the “Board”) and from any and all committees of the Board on which they served and ceased to be directors of Haynes
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dawne S. Hickton resigned as Director at HAYNES INTERNATIONAL INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Michael L. Shor, Robert H. Getz, Dawne S. Hickton, Alicia R. Masse, Brian R. Shelton, and Larry O. Spencer each resigned from the Board of Directors of Haynes (the “Board”) and from any and all committees of the Board on which they served and ceased to be directors of Haynes
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cristobal Fuentes was appointed as Director at HAYNES INTERNATIONAL INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
Cristobal Fuentes, Chris Lyons and Patrick Graf, each a director of Merger Sub immediately prior to the Effective Time, were appointed as directors of Haynes
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael L. Shor resigned as Director at HAYNES INTERNATIONAL INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Michael L. Shor, Robert H. Getz, Dawne S. Hickton, Alicia R. Masse, Brian R. Shelton, and Larry O. Spencer each resigned from the Board of Directors of Haynes (the “Board”) and from any and all committees of the Board on which they served and ceased to be directors of Haynes
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Patrick Graf was appointed as Director at HAYNES INTERNATIONAL INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
Cristobal Fuentes, Chris Lyons and Patrick Graf, each a director of Merger Sub immediately prior to the Effective Time, were appointed as directors of Haynes
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Larry O. Spencer resigned as Director at HAYNES INTERNATIONAL INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Michael L. Shor, Robert H. Getz, Dawne S. Hickton, Alicia R. Masse, Brian R. Shelton, and Larry O. Spencer each resigned from the Board of Directors of Haynes (the “Board”) and from any and all committees of the Board on which they served and ceased to be directors of Haynes
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian R. Shelton resigned as Director at HAYNES INTERNATIONAL INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Michael L. Shor, Robert H. Getz, Dawne S. Hickton, Alicia R. Masse, Brian R. Shelton, and Larry O. Spencer each resigned from the Board of Directors of Haynes (the “Board”) and from any and all committees of the Board on which they served and ceased to be directors of Haynes
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chris Lyons was appointed as Director at HAYNES INTERNATIONAL INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
Cristobal Fuentes, Chris Lyons and Patrick Graf, each a director of Merger Sub immediately prior to the Effective Time, were appointed as directors of Haynes
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert H. Getz resigned as Director at HAYNES INTERNATIONAL INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Michael L. Shor, Robert H. Getz, Dawne S. Hickton, Alicia R. Masse, Brian R. Shelton, and Larry O. Spencer each resigned from the Board of Directors of Haynes (the “Board”) and from any and all committees of the Board on which they served and ceased to be directors of Haynes
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
HAYNES INTERNATIONAL INC: Amended and Restated Bylaws amended and restated to bylaws of Merger Sub as in effect prior to Effective Time.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Bylaws of Haynes were amended and restated in their entirety to be replaced by the bylaws of Merger Sub as in effect immediately prior to the Effective Time except that all references to Merger Sub were automatically amended and became references to Haynes.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
HAYNES INTERNATIONAL INC: Second Restated Certificate of Incorporation amended and restated to Fourth Restated Certificate of Incorporation pursuant to merger.
- Change
- charter amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, the Second Restated Certificate of Incorporation of Haynes was amended and restated in its entirety to be replaced by the Fourth Restated Certificate of Incorporation of Haynes.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
HAYNES INTERNATIONAL INC underwent a change of control involving North American Stainless, Inc. (Parent) and Warhol Merger Sub, Inc. for $61.00 per share (closed 2024-11-21).
- Action
- change of control
- Counterparty
- North American Stainless, Inc. (Parent) and Warhol Merger Sub, Inc.
- Consideration
- $61.00 per share
- Closing
- 2024-11-21
Exact text from the filing
any of its subsidiaries (including Merger Sub), in each case as of immediately prior to the Effective Time) was automatically cancelled and converted into the right to receive $61.00, without interest and subject to applicable tax withholdings. In addition, pursuant to the Merger Agreement, at the Effective Time: (a) each Company stock option (an “Option”)
View on SEC.gov
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