COLUMBIA, Md., Jan. 12, 2016 (GLOBE NEWSWIRE) -- W. R. Grace & Co. (NYSE:GRA) today announced that its Board of Directors has approved the previously announced plan to separate Grace’s Construction Products segment and Darex Packaging Technologies business from the remaining businesses of Grace to form GCP Applied Technologies Inc. (“GCP” or “GCP Applied Technologies”). The planned separation, which is expected to be generally taxfree to Grace’s U.S. shareholders, is expected to be completed on Feb. 3, 2016.
“Today's announcement marks another important milestone towards the completion of ourbusiness separation, which will create two independent, industry-leading companies,” said Fred Festa, Grace Chairman and Chief Executive Officer. “As independent companies, we believe Grace and GCP will benefit from enhanced strategic, operating, financial, and investment flexibility and are poised to generate significant value for our shareholders. We look forward to completing the final steps in this process.”
GCP Applied Technologies will have customers in more than 110 countries, operations on six continents, and a team of 2,500 employees. Through applied knowledge and service excellence, GCP Applied Technologies will provide premier specialty construction chemicals and specialty building materials for many of the world’s most renowned structures, and packaging technologies for the best-known consumer brands.
After the separation, Grace will own and operate the Company’s existing Catalysts Technologies and Materials Technologies operating segments, excluding the Darex Packaging Technologies business. Grace expects to continue to be a global leader in process catalysts and specialty silicas, and a high margin, technologically advanced business focused on sales and earnings growth, strong cash flow, and high returns on capital.
Transaction Details
The separation will occur by means of a pro rata distribution to Grace shareholders of all of the outstanding shares of GCP Applied Technologies. The distribution remains subject to satisfaction of the conditions described in the preliminary information statement included with GCP’s Registration Statement on Form 10 initially filed on Aug. 5, 2015 with the U.S. Securities and Exchange Commission (the “SEC”).
In the distribution, Grace shareholders will receive one share of GCP Applied Technologies Inc. common stock for every one share of Grace common stock held as of the close of business on Jan. 27, 2016, the record date for the distribution. Subject to the satisfaction of the conditions to the distribution, the distribution of GCP Applied Technologies common stock is expected to occur on Feb. 3, 2016. No fractional shares of GCP Applied Technologies will be issued. Shareholders will receive cash in lieu of fractional shares.
Trading of Grace and GCP Shares
Beginning on or about Jan. 26, 2016, it is expected that “when issued” trading will begin for shares of GCP Applied Technologies common stock on the New York Stock Exchange (“NYSE”) under the ticker symbol “GCP WI”. GCP Applied Technologies common shares are expected to begin “regular way” trading on Thursday, Feb. 4, 2016, on the NYSE under the ticker symbol “GCP”.
Also beginning on or about Jan. 26, 2016, and continuing through the distribution date, it is expected that there will be two markets in Grace common stock. Grace shares that trade in the “regular-way” market under the symbol “GRA” will trade with an entitlement to shares of GCP Applied Technologies common stock to be distributed pursuant to the distribution; shares that trade in the “ex-distribution” market under the symbol “GRA WI” will trade without an entitlement to shares of GCP Applied Technologies common stock.
Grace shareholders are urged to consult their financial and tax advisors regarding the particular consequences of the distribution in their situation, including, without limitation, the specific implications of selling GCP Applied Technologies shares and the applicability and effect of any U.S. federal, state, local, and foreign tax laws. Grace shareholders who hold common stock on the record date and decide to sell any of their Grace common stock before the distribution date should consult with their stockbroker, bank, or other nominee to understand whether the shares of Grace common stock will be sold with or without the entitlement to GCP Applied Technologies common stock pursuant to the distribution.
No action is required by Grace shareholders in order to receive GCP Applied Technologies shares in the distribution. Grace expects to mail the information statement regarding the separation to all Grace shareholders entitled to receive GCP Applied Technologies shares in the distribution. The information statement is an exhibit to the Registration Statement on Form 10 filed by GCP Applied Technologies with the SEC, and describes GCP Applied Technologies and its business, including details regarding the separation and distribution and certain risks of owning GCP Applied Technologies shares.
For more information, please consult the full Registration Statement on Form 10 filed by GCP with the SEC at http://www.sec.govand visit Grace’s Investor Relations site.