Grace Responds to Revised Unsolicited Proposal from 40 North
COLUMBIA, Md., Jan. 15, 2021 (GLOBE NEWSWIRE) -- W. R. Grace & Co. (NYSE: GRA) today announced that it has sent a letter to 40 North Management LLC (“40 North”) in response to 40 North’s
January 11, 2021 revised unsolicited proposal to acquire Grace for $65 per share in cash.
Following is the full text of the letter that was sent on January 15, 2021:
January 15, 2021
David Winter and David Millstone
40 North Management LLC
9 West 57th Street, 47th Fl.
New York, NY 10019
David and David –
I am writing on behalf of the Grace Board of Directors in response to your letter and revised proposal of January 11, 2021.
Our Board of Directors has met and discussed your revised proposal. We are willing to discuss a sale of Grace to 40 North in the context of our ongoing review of strategic alternatives. Any transaction would need to be at a price level that reflects the full value of Grace for its shareholders.
Grace’s opportunities for continued growth and value creation are strong, particularly as our end markets recover from the disproportionate displacement resulting from the COVID-19 pandemic. As we disclosed when we announced our third quarter 2020 results, we have experienced a rapid recovery from the pandemic and expect fourth quarter 2020 sales and gross margin to approach pre-pandemic levels, with adjusted free cash flow nearing 2019 levels as well. Based on our recent growth investments and operating plan, we are confident in our robust opportunities for continued growth and high profitability. Grace is well positioned to emerge from this crisis even more successful than before.
Grace’s market-leading positions, advanced technologies, value-selling capabilities, and capital allocation discipline underpin our confidence in the Company’s ability to generate substantial value as a standalone company or in a business combination.
As a next step, we would be willing to share with you, under customary and appropriate confidentiality arrangements, information that would support a full valuation of Grace. We are prepared to move quickly to provide you with a draft confidentiality agreement, if you are interested.
/s/ Hudson La Force
Hudson La Force
President and Chief Executive Officer
Goldman Sachs & Co. LLC and Moelis & Company LLC are serving as financial advisors and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Grace.