XERIUM TECHNOLOGIES, INC. (NYSE:XRM) Files An 8-K Termination of a Material Absolute AgreementItem 1.02.
Termination of a Material Absolute Agreement.
In affiliation with the cleanup of the Alliance (as authentic and declared beneath Item 2.01), the Revolving Credit and Guaranty Agreement anachronous as of November 3, 2015, as amended, by and amid Xerium Technologies, Inc., a Delaware association (the “Company”), the added borrowers affair thereto, the guarantors affair thereto, the lenders affair thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and J.P. Morgan Europe Limited, as European Administrative Agent and European Collateral Agent, was concluded and all obligations outstanding thereunder were paid off and aished able as of October 17, 2018.
Completion of Accretion or Disposition of Assets.
On October 17, 2018, the Company completed its alliance with XYZ Alliance Sub, Inc. (“Merger Subsidiary”), a Delaware association and an aberrant wholly endemic accessory of Andritz AG, a collective banal association organized beneath the laws of Austria with its bench at Graz, Austria (“Parent”), whereby Alliance Accessory alloyed with and into the Company, with the Company actual as an aberrant wholly endemic accessory of Parent (the “Merger”). The Alliance was accomplished to an Agreement and Plan of Merger, anachronous as of June 24, 2018, by and amid the Company, Alliance Accessory and Parent (the “Merger Agreement”).
to the Alliance Agreement, at the able time of the Alliance (the “Effective Time”), anniversary allotment of accepted banal of the Company outstanding anon above-mentioned to the Able Time (other than any shares endemic by the Company and its subsidiaries or Parent and its subsidiaries (including Alliance Subsidiary) or any agnostic shares) was adapted into the appropriate to accept $13.50 per allotment in cash, after absorption (the “Merger Consideration”). The accumulated Alliance Consideration consisted of about $231.8 million.
The Company’s absolute proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on August 3, 2018, contains added advice about the Alliance and the added affairs advised by the Alliance Agreement, including advice apropos the interests of directors, controlling admiral and affiliates of the Company in the Merger.
The aloft description of the Alliance and the Alliance Agreement does not acceptation to be complete and is able in its absoluteness by advertence to the abounding argument of the Alliance Agreement, a archetype of which is filed herewith as Display 2.1 and is congenital into this address by reference.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 17, 2018, in affiliation with the Merger, the Company notified the New York Banal Exchange (the “NYSE”) that the Alliance had been completed, and requested that trading of the Company’s accepted banal on the NYSE be suspended. In addition, the Company requested that the NYSE book with the SEC a Notification of Abatement from Listing and/or Registration beneath Section12(b) of the Securities Exchange Act of 1934, as adapted (the “Exchange Act”), on Form 25 in adjustment to aftereffect the delisting of the Company’s accepted banal from the NYSE.
The advice set alternating in Item 2.01 is congenital by advertence into this Item 3.01.
Material Modification to Rights of Security Holders.
The advice set alternating aloft is congenital by advertence into this Item 3.03.
Changes in Ascendancy of Registrant.
As a aftereffect of the Merger, a change of ascendancy of the Company occurred and the Company became an aberrant wholly endemic accessory of Parent. Parent adjourned the accretion through banknote on duke and added funds available. The advice set alternating aloft is congenital by advertence into this Item 5.01.
Departure of Admiral or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
In affiliation with the Merger, at the Able Time, anniversary affiliate of the lath of admiral of the Company (the “Board”) accomplished confined in such capacity. The associates of the Lath anon above-mentioned to the Able Time were Mark Staton, Roger A. Bailey, Ambassador April H. Foley, Joseph J. Gurandiano, John F. McGovern, Mitchell I. Quain, Alexander Toeldte and James F. Wilson.
In accordance with the agreement of the Alliance Agreement, as of the Able Time, the admiral of Alliance Subsidiary, Wolfgang Leitner, Humbert Köfler, Mark von Laer, Joachim Schönbeck and Dietmar Heinisser, became, and will remain, the admiral of the Company until their breed accept been appropriately adopted or appointed and able or until their beforehand death, abandonment or removal.
Amendments to Articles of Assimilation or Bylaws; Change in Fiscal Year.
to the Alliance Agreement, aloft cleanup of the Alliance on October 17, 2018, the affidavit of assimilation and the bylaws of the Company were anniversary adapted and restated in their entirety.
The Adapted and Restated Affidavit of Assimilation of the Company is filed as Display 3.1 hereto and congenital by advertence into this Item 5.03. The Adapted and Restated Bylaws of the Company are filed as Display 3.2 hereto and congenital by advertence into this Item 5.03.
On October 17, 2018, Parent issued a columnist absolution announcement the achievement of the Alliance and the accretion of the Company by Parent, which is filed herewith as Display 99.1 and congenital herein by reference.
Financial Statements and Exhibits.
Amended and Restated Bylaws of Xerium Technologies, Inc. (filed herewith)
Press absolution anachronous October 17, 2018 (filed herewith)
*Schedules and exhibits accept been bare to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to accouter copies of any of the bare schedules and exhibits aloft appeal by the SEC.
XERIUM TECHNOLOGIES INC ExhibitEX-3.1 2 arcertificateofincorporati.htm EXHIBIT 3.1 Display THIRD AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOFXERIUM TECHNOLOGIES,…To appearance the abounding display bang hereAbout XERIUM TECHNOLOGIES, INC. (NYSE:XRM) Xerium Technologies, Inc. (Xerium) is a architect and supplier of over two types of accessible articles acclimated in the assembly of paper: apparatus accouterment and cycle covers. The Company markets its articles through brands, such as Huyck Wangner, Weavexx, Stowe Woodward, Mount Hope, Robec and Xibe. The Company operates in two segments: apparatus accouterment and cycle covers. Its apparatus accouterment articulation articles accommodate assorted types of automated t acclimated on paper-making machines and articles spreader rolls. Through its cycle covers segment, it articles assorted types of cycle covers, refurbishes ahead installed cycle covers, provides automated casework for the centralized mechanisms of rolls acclimated on paper-making machines, and articles spreader rolls. In addition, its articles are additionally installed in added automated applications, such as non-woven and cilia adhesive machines.
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