8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 10, 2019

Luxfer Holdings PLC

(Exact name of registrant as specified in its charter)

England and Wales	001-35370	98-1024030
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

Lumns Lane, Manchester	M27 8LN
(Address of principal executive offices)	(ZIP Code)

+44 (0) 161-300-0700

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 1.01. Entry into a Material Definitive Agreement.

On March 10, 2019, Luxfer Holdings PLC (NYSE: LXFR) (“Luxfer”), Luxfer Neo Inc. (formerly known as 2671219 Ontario Inc., a subsidiary of Luxfer), and Neo Performance Materials, Inc. (“Neo”) entered into a termination letter (the “Termination Letter”) to mutually terminate the previously disclosed arrangement agreement (the “Arrangement Agreement”) and the transactions contemplated thereunder. The full text of the Termination Letter is filed as Exhibit 2.1 and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

Pursuant to the terms of the Termination Letter, Luxfer has agreed to terminate the Arrangement Agreement and reimburse Neo for its out-of-pocket expenses relating to the transactions contemplated by the Arrangement Agreement up to a maximum amount of US$3.5 million.

In accordance with their terms, the voting and support agreements with each of OPPS NPM S.À R.L and OPPS II NPM S.À R.L, shareholders of Neo, will also terminate upon termination of the Arrangement Agreement.

Item 8.01. Other Events.

On March 10, 2019, Luxfer and Neo issued a joint press release announcing the termination of the Arrangement Agreement and the transaction contemplated thereunder. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1	Termination Letter, dated as of March 10, 2019, by and among Luxfer Holdings PLC, Luxfer Neo Inc. (formerly known as 2671219 Ontario Inc.), and Neo Performance Materials, Inc.
99.1	Joint Press Release of Luxfer Holdings PLC and Neo Performance Materials, Inc. dated March 10, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Luxfer Holdings PLC (Registrant)
Date: March 11, 2019	By:	/s/ Jamie M. Savage
		Name:	Jamie M. Savage
		Title:	Authorized Signatory for and on behalf of Luxfer  Holdings PLC

EX-2.1

Exhibit 2.1

BY EMAIL March 10, 2019

Neo Performance Materials Inc.121 King Street West, Suite 1740Toronto, OntarioCanada   M5H 3T9

Attention: Geoffrey R. Bedford, President and Chief Executive Officer

Re: Arrangement Agreement dated as of December 18, 2018 among Luxfer Holdings PLC, 2671219 Ontario Inc., and Neo Performance Materials Inc.

 

Dear Sirs,

We refer to the arrangement agreement dated as of December 18, 2018 (the “Agreement”) among Luxfer Holdings PLC (“Luxfer”), 2671219 Ontario Inc. (subsequently Luxfer Neo Inc.), and Neo Performance Materials Inc. (“Neo”). All capitalized terms contained herein and not otherwise defined shall have the meaning ascribed thereto in the Agreement.

Pursuant to our recent discussions, the parties hereby terminate the proposed transaction contemplated by the Agreement, effective immediately. A copy of the joint press release to be issued forthwith by Luxfer and Neo is attached. Each of the Parties has agreed that, except as required by law, it will limit any comments or other disclosure relating to the said termination to what is set out in the joint press release. The parties shall be permitted to disclose the payment and receipt of the Termination Fee (as defined below), as applicable, in their respective financial statements. Each party has also agreed that it will not, and shall cause its affiliates and representatives not to, at any time, denigrate, through adverse or disparaging communication, whether written or oral, any other party (including its directors, officers, employees, affiliates, or other representatives), or their operations or businesses; provided that nothing herein shall prevent any party from (i) making any truthful statement to the extent (a) necessary with respect to any litigation or dispute involving this letter agreement, including, but not limited to, the enforcement of this letter agreement, in the forum in which such action takes place or (b) required by law, or (ii) making normal competitive statements in the ordinary course (and without reference to the proposed transaction contemplated by the Agreement).

Notwithstanding that the proposed transaction contemplated by the Agreement is being terminated prior to the Effective Time by the mutual agreement of the Parties, Luxfer has agreed to pay (or cause to be paid) all reasonable documented expenses incurred by Neo in connection with the Arrangement up to a maximum of US$3,500,000 (the “Termination Fee”) by wire transfer in immediately available funds to an account designated by Neo no later than seven (7) Business Days after the date of submission by Neo of such expenses to Luxfer.

Each party further agrees to  release, remise and forever discharge each other and each of such other party’s successors and assigns of and from any and any all manner of rights, claims, complaints, demands, causes of action, actions, suits, proceedings, liabilities and obligations of any nature and kind whatsoever and howsoever arising of any kind and however arising, at law or in equity, that each of them now have or hereafter may have against each other party or any of such other party’s successors and assigns arising out of or relating to the Agreement (the “Release”).

The termination of the Agreement pursuant to Section 7.2(1)(a) of the Agreement shall be effective immediately. The Release shall be effective upon the payment of the Termination Fee to Neo.

Yours truly,
LUXFER HOLDINGS PLC
By:	/s/ Alok Maskara
	Name:	Alok Maskara
	Title:	Chief Executive Officer

ACCEPTED AND AGREED TO as of this 10^th day of March, 2019.

NEO PERFORMANCE MATERIALS INC.
By:	/s/ Geoffrey R. Bedford
	Name:	Geoffrey R. Bedford
	Title:	President and Chief Executive Officer

LUXFER NEO INC.
By:	/s/ Alok Maskara
	Name:	Alok Maskara
	Title:	Director

 

EX-99.1

Exhibit 99.1

Luxfer Holdings and Neo Performance MaterialsMutually Agree to Terminate Acquisition Agreement

MANCHESTER, England & TORONTO, Canada — March 10, 2019 - (BUSINESS WIRE) – Luxfer Holdings PLC (NYSE: LXFR) (“Luxfer”) and Neo Performance Materials Inc. (TSX: NEO) (“Neo Performance Materials” or “Neo”)today announced that the companies have mutually agreed to terminate the previously announced transaction (the “Neo Acquisition”) under  which Luxfer would have acquired Neo for US$612 million* in cash and stock.

About Luxfer Holdings PLC

Luxfer is a global manufacturer of highly-engineered advanced materials, which focuses on value creation by using its broad array of technical knowhow and proprietary technologies. Luxfer’s high-performance materials, components, and high-pressure gas containment devices are used in defense and emergency response, healthcare, transportation, and general industrial settings. For more information, visit www.luxfer.com. Luxfer is listed on the New York Stock Exchange and its ordinary shares trade under the symbol LXFR.

About Neo Performance Materials

Neo Performance Materials is a global leader in the innovation and manufacturing of rare earth and rare metal-based functional materials, which are essential inputs to high technology, high growth, future-facing industries. The business of Neo Performance Materials is organized along three segments: Magnequench, Chemicals & Oxides and Rare Metals. Neo Performance Materials is headquartered in Toronto, Canada with corporate offices in Greenwood Village, Colorado, and Beijing, China. Neo Performance Materials operates globally with sales and production across 10 countries, being Japan, China, Thailand, Estonia, Singapore, Germany, United Kingdom, Canada, United States and South Korea. For more information, please visit www.neomaterials.com. Neo Performance Materials is listed on the Toronto Stock Exchange and its common shares trade under the symbol NEO.

*Note: Transaction value based on share price at close of business on December 14, 2018.

Luxfer Investor Contact:

Douglas A. Fox, CFA

Director, Investor Relations

Cassandra Stanford

Communications Specialist

+1 951-341-2375

Investor.relations@luxfer.com

Neo Investor Contact:

Ali Mahdavi

Investor Relations

(416) 962-3300

Email: ir@neomaterials.com