Press release from Business Wire
Georgia Gulf Board of Directors Declares Quarterly Dividend and Announces Special Meeting of Stockholders to be held on January 10, 2013
Tuesday, December 11, 2012
Georgia Gulf Board of Directors Declares Quarterly Dividend and Announces Special Meeting of Stockholders to be held on January 10, 201317:01 EST Tuesday, December 11, 2012
ATLANTA (Business Wire) -- The Board of Directors of Georgia Gulf Corporation (NYSE: GGC) today
declared a quarterly dividend of 8 cents per share of common stock. The
dividend is payable December 28, 2012, to shareholders of record at the
close of business on December 21, 2012.
As previously disclosed, the Board of Directors has called a special
meeting to be held on January 10, 2013, for shareholders of record on
November 26, 2012, to approve the issuance of Georgia Gulf shares in the
proposed merger with PPG's commodity chemicals business and to approve
other matters described in the proxy statement dated December 6, 2012.
The terms of the proposed transaction call for PPG to form a new company
by separating its commodity chemicals business through a spinoff or
split off, and then immediately thereafter merging that business with a
Georgia Gulf subsidiary in a Reverse Morris Trust transaction. The
proposed merger would result in PPG shareholders receiving approximately
50.5 percent of the shares of the merged company (“The Newly Merged
Company”), with existing Georgia Gulf shareholders owning approximately
49.5 percent of The Newly Merged Company.
Additionally, The Newly Merged Company expects to assume approximately
$95 million of debt, about $87 million of minority interest, and related
environmental liabilities, pension assets and liabilities and other
post-employment benefits (OPEB) obligations of PPG's commodity chemicals
business.
The transaction is subject to approval by Georgia Gulf shareholders and
customary closing conditions, relevant tax authority rulings and
regulatory approvals, and is expected to be completed in early 2013.
About Georgia Gulf
Georgia Gulf Corporation is a leading, integrated North American
manufacturer of two chemical lines, chlorovinyls and aromatics, and
manufactures vinyl-based building and home improvement products. The
Company's vinyl-based building and home improvement products, marketed
under Royal Building Products and Exterior Portfolio brands, include
window profiles, patio doors, mouldings, siding, pipe and pipe fittings,
soffit, rain ware and decking. Georgia Gulf, headquartered in Atlanta,
Georgia, has manufacturing facilities located throughout North America
to provide industry-leading service to customers. For more information,
visit www.ggc.com.
Safe Harbor
This communication contains certain statements relating to future events
and our intentions, beliefs, expectations, and predictions for the
future. Any such statements other than statements of historical fact are
forward-looking statements within the meaning of the Securities Act of
1933 and the Securities Exchange Act of 1934. Words or phrases such as
“will likely result,” “are expected to,” “will continue,” “is
anticipated,” “we believe,” “we expect,” “estimate,” “project,” “may,”
“will,” “intend,” “plan,” “believe,” “target,” “forecast,” “would” or
“could” (including the negative or variations thereof) or similar
terminology used in connection with any discussion of future plans,
actions, or events, including with respect to the proposed separation of
PPG's commodity chemicals business from PPG and the merger of the PPG
commodity chemicals business and Georgia Gulf (the “Transaction”),
generally identify forward-looking statements. These forward-looking
statements include, but are not limited to, statements regarding the
expected benefits of the Transaction, and the expected timing of
completion of the Transaction, and Georgia Gulf's anticipated future
financial and operating performance and results, including its
respective estimates for growth. These statements are based on the
current expectations of the management of Georgia Gulf. There are a
number of risks and uncertainties that could cause Georgia Gulf's actual
results to differ materially from the forward-looking statements
included in this communication. These risks and uncertainties include
risks relating to (i) Georgia Gulf's ability to obtain requisite
shareholder approval to complete the Transaction, (ii) PPG being unable
to obtain necessary tax authority and other regulatory approvals
required to complete the Transaction, or such required approvals
delaying the Transaction or resulting in the imposition of conditions
that could have a material adverse effect on the combined company or
causing the companies to abandon the Transaction, (iii) other conditions
to the closing of the Transaction not being satisfied, (iv) a material
adverse change, event or occurrence affecting Georgia Gulf or the PPG
commodity chemicals business prior to the closing of the Transaction
delaying the Transaction or causing the companies to abandon the
Transaction, (v) problems arising in successfully integrating the
businesses of the PPG commodity chemicals business and Georgia Gulf,
which may result in the combined company not operating as effectively
and efficiently as expected, (vi) the possibility that the Transaction
may involve other unexpected costs, liabilities or delays, (vii) the
businesses of each respective company being negatively impacted as a
result of uncertainty surrounding the Transaction, (viii) disruptions
from the Transaction harming relationships with customers, employees or
suppliers, and (ix) uncertainties regarding future prices, industry
capacity levels and demand for Georgia Gulf's products, raw materials
and energy costs and availability, feedstock availability and prices,
changes in governmental and environmental regulations, the adoption of
new laws or regulations that may make it more difficult or expensive to
operate Georgia Gulf's businesses or manufacture its products before or
after the Transaction, Georgia Gulf's ability to generate sufficient
cash flows from its business before and after the Transaction, future
economic conditions in the specific industries to which its products are
sold, and global economic conditions.
In light of these risks, uncertainties, assumptions, and factors, the
forward-looking events discussed in this communication may not occur.
Other unknown or unpredictable factors could also have a material
adverse effect on Georgia Gulf's actual future results, performance, or
achievements. For a further discussion of these and other risks and
uncertainties applicable to Georgia Gulf and its business, see Georgia
Gulf's Annual Report on Form 10-K for the fiscal year ended December 31,
2011 and subsequent filings with the Securities and Exchange Commission
(the “SEC”). As a result of the foregoing, readers are cautioned not to
place undue reliance on these forward-looking statements, which speak
only as of the date of this communication. Georgia Gulf does not
undertake, and expressly disclaims, any duty to update any
forward-looking statement whether as a result of new information, future
events, or changes in its expectations, except as required by law.
Additional Information and Where to Find it
This communication does not constitute an offer to buy, or solicitation
of an offer to sell, any securities of Georgia Gulf, and no offer or
sale of such securities will be made in any jurisdiction where it would
be unlawful to do so. In connection with the Transaction, Georgia Gulf
filed a definitive proxy statement on Schedule 14A with the Securities
and Exchange Commission (“SEC”) on December 6 2012, which was sent to
stockholders of Georgia Gulf seeking approval for the issuance of shares
of Georgia Gulf common stock in connection with the Transaction and the
other matters described in the proxy statement. In addition, Georgia
Gulf has filed a registration statement (including a prospectus) on Form
S-4 (Registration No. 333-183724) with the SEC relating to the
Transaction. The registration statement has not yet been declared
effective. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND THE PROSPECTUS FORMING PART OF THE REGISTRATION STATEMENT,
AND ANY OTHER RELEVANT DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT GEORGIA GULF, PPG'S COMMODITY CHEMICALS BUSINESS AND
THE TRANSACTION. Investors and security holders will be able to obtain
these materials and other documents filed with the SEC free of charge at
the SEC's website, www.sec.gov.
In addition, copies of the registration statement and proxy statement
may be obtained free of charge by accessing Georgia Gulf's website at www.GGC.com
by clicking on the “Investors” link and then clicking on the “SEC
Filings” link, or upon written request to Georgia Gulf at 115 Perimeter
Center Place, Suite 460, Atlanta, Georgia 30346, Attention: Investor
Relations. Shareholders may also read and copy any reports, statements
and other information filed by Georgia Gulf with the SEC, at the SEC
public reference room at 100 F Street, N.E., Washington D.C. 20549.
Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for
further information on its public reference room.
Participants in the Solicitation
Georgia Gulf, PPG, and certain of their respective directors, executive
officers and other members of management and employees may be deemed to
be participants in the solicitation of proxies from shareholders in
respect of the Transaction under the rules of the SEC. Information
regarding Georgia Gulf's directors and executive officers is available
in its 2011 Annual Report on Form 10-K filed with the SEC on February
24, 2012, and in its definitive proxy statement filed with the SEC on
April 16, 2012, in connection with its 2012 annual meeting of
stockholders. Information regarding PPG directors and executive officers
is available in its 2011 Annual Report on Form 10-K filed with the SEC
on February 16, 2012, and in its definitive proxy statement filed with
the SEC on March 8, 2012, in connection with its 2012 annual meeting of
stockholders. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests,
by security holdings or otherwise is contained in the registration
statement and the prospectus that is a part thereof and the proxy
statement and other relevant materials filed with the SEC.
Georgia GulfInvestor RelationsMartin
Jarosick, 770-395-4524orMediaAlan
Chapple, 770-395-4538chapplea@ggc.com
