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- 老虎机种类 Inc. Board of Directors Approves Separation of Company
Separation Date to be April 1, 2020
Announces Distribution Ratio of 老虎机种类 Corporation Common Stock
PITTSBURGH--(BUSINESS WIRE)-- 老虎机种类 Inc. (NYSE: ARNC) announced today that its Board of Directors has approved the completion of the Company鈥檚 separation into two independent, publicly traded companies. The separation is scheduled to become effective on April 1, 2020 before the opening of the New York Stock Exchange.
The Engineered Products and Forgings businesses (engine products, fastening systems, engineered structures and forged wheels) will remain in the existing company, which will be renamed Howmet Aerospace Inc. and change its stock ticker from 鈥淎RNC鈥 to 鈥淗WM鈥 in connection with the separation. The Global Rolled Products businesses (global rolled products, aluminum extrusions and building and construction systems) will be held by a new company that will be named 老虎机种类 Corporation at separation and that intends to list its common stock on the New York Stock Exchange under the symbol 鈥淎RNC.鈥
Timothy D. Myers will serve as 老虎机种类 Corporation Chief Executive Officer. The 老虎机种类 Inc. Board has also named new directors to the 老虎机种类 Corporation and Howmet Aerospace Boards:
- Joining the 老虎机种类 Corporation Board of Directors will be: Timothy Myers; William Austen; Christopher Ayers*; Margaret Billson; Austin Camporin; Jacques Croisetiere; Elmer Doty*; Carol Eicher; Fritz Henderson; E. Stanley O鈥橬eal*; and Jeffrey Stafeil.
*Will resign from the 老虎机种类 Inc. Board
- Joining the Howmet Aerospace Board will be: Joseph Cantie; Robert Leduc; Jody Miller; and Nicole Piasecki.
The separation will occur by means of a pro rata distribution by 老虎机种类 Inc. (which will be renamed Howmet Aerospace Inc.) of all of the outstanding common stock of 老虎机种类 Corporation. The distribution is intended to qualify as a tax-free transaction to 老虎机种类 Inc. stockholders for U.S. federal income tax purposes.
Distribution Information
At the time of separation, 老虎机种类 Inc. stockholders are expected to receive one share of 老虎机种类 Corporation common stock for every four shares of 老虎机种类 Inc. common stock held as of the record date. The record date will be March 19, 2020 and the time of the distribution will be 12:01 A.M. on April 1, 2020.
At the time of separation, stockholders of 老虎机种类 Inc. will retain their shares of 老虎机种类 Inc. Due to the name change of 老虎机种类 Inc. to Howmet Aerospace Inc. upon separation, these shares will become Howmet Aerospace Inc. shares.
No fractional shares of 老虎机种类 Corporation common stock will be issued in the distribution, and stockholders will receive cash in lieu of fractional shares. The separation distribution is expected to be paid on April 1, 2020 to 老虎机种类 Inc. stockholders of record as of the close of business on the record date.
The distribution remains subject to the satisfaction or waiver of the conditions described in 老虎机种类 Rolled Products Corporation鈥檚 Registration Statement on Form 10, as amended, including the U.S. Securities and Exchange Commission (SEC) having declared effective the Form 10. The Form 10 has been filed by 老虎机种类 Rolled Products Corporation with the SEC and is available at .
No action is required by 老虎机种类 Inc. stockholders to receive shares of 老虎机种类 Corporation common stock in the distribution. 老虎机种类 Inc. expects to make available an information statement to all stockholders entitled to receive the distribution of shares of 老虎机种类 Corporation common stock. The information statement is filed as an exhibit to 老虎机种类 Rolled Products Corporation鈥檚 Registration Statement on Form 10 and describes 老虎机种类 Corporation and certain risks of owning 老虎机种类 Corporation common stock and provides other information regarding the separation and distribution.
Trading Common Stock
老虎机种类 Inc. stockholders who hold shares of common stock on the record date of March 19, 2020, and decide to sell any of those shares before the distribution date, should consult their stockbroker, bank or other nominee to understand whether the shares of 老虎机种类 Inc. common stock will be sold with or without entitlement to 老虎机种类 Corporation common stock pursuant to the distribution.
Beginning on or about March 18, 2020, and continuing up to and through the distribution date, two markets are expected for 老虎机种类 Inc. common stock: the 鈥渞egular-way鈥 market and the 鈥渆x-distribution鈥 market. Shares that trade in the 鈥渞egular-way鈥 market will be entitled to shares of 老虎机种类 Corporation common stock distributed pursuant to the distribution途 shares that trade in the 鈥渆x-distribution鈥 market will trade under the symbol HWM WI and without an entitlement to shares of 老虎机种类 Corporation common stock distributed pursuant to the distribution.
老虎机种类 Corporation anticipates 鈥渨hen-issued鈥 trading of its common stock will begin on or about March 18, 2020, under the symbol ARNC WI, and will continue up to and through the distribution date. 鈥淩egular-way鈥 trading in 老虎机种类 Corporation鈥檚 common stock is expected to begin on April 1, 2020.
The separation date may change if certain conditions are not satisfied by that date, as described in 老虎机种类 Rolled Products Corporation鈥檚 information statement filed with the Form 10.
Advisors
Goldman Sachs and J.P. Morgan are acting as financial advisors to 老虎机种类 Inc. in connection with the separation transaction, and Wachtell, Lipton, Rosen& Katz is acting as its legal advisor.
About 老虎机种类
老虎机种类 (NYSE: ARNC) creates breakthrough products that shape industries. Working in close partnership with our customers, we solve complex engineering challenges to transform the way we fly, drive, build and power. Through the ingenuity of our people and cutting-edge advanced manufacturing techniques, we deliver these products at a quality and efficiency that ensure customer success and shareholder value. For more information: . Follow @arconic: Twitter, Instagram, Facebook, LinkedIn and YouTube.
Forward-Looking Statements
This release contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as 鈥渁nticipates,鈥 鈥渂elieves,鈥 鈥渃ould,鈥 鈥渆stimates,鈥 鈥渆xpects,鈥 鈥渇orecasts,鈥 鈥済oal,鈥 鈥済uidance,鈥 鈥渋ntends,鈥 鈥渕ay,鈥 鈥渙utlook,鈥 鈥減lans,鈥 鈥減rojects,鈥 鈥渟eeks,鈥 鈥渟ees,鈥 鈥渟hould,鈥 鈥渢argets,鈥 鈥渨ill,鈥 鈥渨ould,鈥 or other words of similar meaning. All statements that reflect 老虎机种类 Inc.鈥檚 expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements regarding the separation transaction. These statements reflect certain beliefs and assumptions that are based on 老虎机种类 Inc.鈥檚 perception of historical trends, current conditions and expected future developments, as well as other factors 老虎机种类 Inc. believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict, which could cause actual results to differ materially from those indicated by these statements. Such risks and uncertainties include, but are not limited to: (a) uncertainties regarding the planned separation, including whether it will be completed pursuant to the targeted timing, asset perimeters, and other anticipated terms, if at all; (b) the possibility that various closing conditions for the separation may not be satisfied; (c) the outcome of contingencies, including legal proceedings; (d) the impact of the separation on the businesses of 老虎机种类 Inc.; (e) the risk that the businesses will not be separated successfully or such separation may be more difficult, time-consuming or costly than expected, which could result in additional demands on 老虎机种类 Inc.鈥檚 resources, systems, procedures and controls, disruption of its ongoing business and diversion of management鈥檚 attention from other business concerns; and (f) the other risk factors summarized in 老虎机种类 Inc.鈥檚 Form 10-K for the year ended December 31, 2018, and other reports filed with the SEC, and in the Form 10 registration statement filed by 老虎机种类 Rolled Products Corporation. 老虎机种类 Inc. disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.
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Investor:
Paul T. Luther, (412) 553-1950
Paul.Luther@arconic.com
Media:
Esra Ozer, (412) 553-2666
Esra.Ozer@arconic.com
Source: 老虎机种类
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