-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ClIA7WascdOM8kOypGbHzPNmfc572c4kGG8TJI0+/ensLJMHeyndLfosO5jB7t9e OJfHa+hjwAhxFBEqtxQpag== 0000950123-10-018879.txt : 20100301 0000950123-10-018879.hdr.sgml : 20100301 20100301094914 ACCESSION NUMBER: 0000950123-10-018879 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20100301 DATE AS OF CHANGE: 20100301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICO INC CENTRAL INDEX KEY: 0000353567 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 760566682 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08327 FILM NUMBER: 10642160 BUSINESS ADDRESS: STREET 1: 1811 BERING DRIVE STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7133514100 MAIL ADDRESS: STREET 1: 1811 BERING DRIVE STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77057 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHULMAN A INC CENTRAL INDEX KEY: 0000087565 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 340514850 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 3550 W MARKET ST CITY: AKRON STATE: OH ZIP: 44333 BUSINESS PHONE: 3306663751 MAIL ADDRESS: STREET 1: 3550 W MARKET STREET CITY: AKRON STATE: OH ZIP: 44333 425 1 l38993e8vk.htm FORM 8-K e8vk
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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) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 1, 2010
A. SCHULMAN, INC.
 
(Exact name of registrant as specified in its charter)
         
Delaware   0-7459   34-0514850
 
(State or other jurisdiction   (Commission   ( IRS Employer
of incorporation)   File Number)   Identification No.)
     
3550 West Market Street, Akron, Ohio   44333
 
(Address of principal executive offices)   (Zip Code)
(330) 666-3751
 
(Registrant’s telephone number, including area code)
 
(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:
þ   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
þ   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
ITEM 2.06 MATERIAL IMPAIRMENTS
ITEM 8.01 OTHER EVENTS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
EX-99.1
EX-99.2
EX-99.3
EX-99.4


Table of Contents

ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
          On March 1, 2010, A. Schulman, Inc. (“A. Schulman” or the “Company”) decided to close the Company’s Polybatch Color Center located in Sharon Center, Ohio. The closure will result in a reduction of headcount of approximately 40 and is anticipated to be complete by August 31, 2010.
          Over the next several quarters, A. Schulman anticipates taking the following cash and non-cash charges related to the closure of the Sharon Center, Ohio location:
    $1.1 million to $1.5 million in cash for termination benefits and other employee-related costs; and
 
    $3 million to $7 million of non-cash asset impairment charges.
          Total estimated pre-tax charges as a result of Sharon Center closure is in the range of $4.1 to $8.5 million, of which $1.1 to $1.5 million are in cash.
          A press release providing additional details regarding A. Schulman’s decision is attached hereto as Exhibit 99.1 and incorporated by reference herein.
ITEM 2.06 MATERIAL IMPAIRMENTS.
          The disclosure set forth above in response to Item 2.05 is also provided in response to Item 2.06.
ITEM 8.01 OTHER EVENTS.
          On March 1, 2010, A. Schulman first made available on its website (http://www.aschulman.com), the following items regarding its acquisition of McCann Color, Inc. (“McCann Color”), a producer of high-quality color concentrates, based in North Canton, Ohio:
    A video presentation regarding the acquisition by Joseph, M. Gingo, Chairman, President and Chief Executive Officer of A. Schulman, a transcript of which is attached as Exhibit 99.2 hereto and incorporated into this Item 8.01 by reference;
 
    A fact sheet regarding A. Schulman and McCann Color, a copy of which is attached as Exhibit 99.3 hereto and incorporated into this Item 8.01 by reference; and
 
    A question and answer fact sheet relating to the McCann Color acquisition, a copy of which is attached as Exhibit 99.4 hereto and incorporated into this Item 8.01 by reference.

 


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CAUTIONARY STATEMENT
     A number of the matters discussed in this release that are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding expected synergies resulting from the merger of A. Schulman, Inc. and ICO, Inc., combined operating and financial data, the combined company’s plans, objectives, expectations and intentions and whether and when the transactions contemplated by the merger agreement will be consummated. The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; restrictions imposed by outstanding indebtedness; fluctuations in the prices of sources of energy or resins and other raw materials; worldwide and regional economic, business, and political conditions, including continuing economic uncertainties in some or all major product markets; changes in customer demand and requirements; business cycles and other industry conditions; the timing of new services or facilities; ability to compete; effects of compliance with laws; fluctuations in the value of currencies in major areas where operations are located, including the U.S. dollar, Euro, U.K. pound sterling, Canadian dollar, Mexican peso, Chinese yuan, and Indonesian rupiah; matters relating to operating facilities; effect and costs of claims (known or unknown) relating to litigation and environmental remediation; ability to manage global inventory; ability to develop technology and proprietary know-how; ability to attract and retain key personnel; escalation in the cost of providing employee health care; performance of the global automotive market; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the failure to obtain governmental approvals of the transaction on the proposed terms and schedule, and any conditions imposed on the combined company in connection with consummation of the merger; the failure to obtain approval of the merger by the stockholders of ICO and the failure to satisfy various other conditions to the closing of the merger contemplated by the merger agreement; and the risks that are described from time to time in A. Schulman’s and ICO’s respective reports filed with the SEC, including A. Schulman’s Annual Report on Form 10-K for the year ended August 31, 2009 and ICO’s Annual Report on Form 10-K for the year ended September 30, 2009, in each case, as such reports may have been amended. This release speaks only as of its date, and A. Schulman and ICO each disclaims any duty to update the information herein.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
     In connection with the proposed transaction, A. Schulman has filed a Registration Statement on Form S-4 with the SEC
(Reg. No. 333-164085) containing a preliminary proxy statement/prospectus regarding the proposed merger. SHAREHOLDERS OF ICO ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/ PROSPECTUS THAT IS PART OF THE REGISTRATION

 


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STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement/prospectus will be mailed to stockholders of ICO. Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from A. Schulman, Inc. at its website, www.aschulman.com, or from ICO, Inc. at its website, www.icopolymers.com, or 1811 Bering Drive, Suite 200, Houston, Texas, 77057, attention: Corporate Secretary.
     This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
PARTICIPANTS IN SOLICITATION
     A. Schulman and ICO and their respective directors and executive officers, other members of management and employees and the proposed directors and executive officers of the combined company, may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information concerning the proposed directors and executive officers of the combined company, A.Schulman’s and ICO’s respective directors and executive officers and other participants in the proxy solicitation, including a description of their interests, is included in the proxy statement/prospectus contained in the above-referenced Registration Statement on Form S-4.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)   Exhibits.
     
Exhibit Number   Description
 
   
99.1
  Press Release, dated March 1, 2010.
 
   
99.2
  Transcript of video presentation by Joseph M. Gingo.
 
   
99.3
  Fact Sheet regarding A. Schulman and McCann Color.
 
   
99.4
  Question and Answer Fact Sheet relating to the McCann Color acquisition.

 


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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.
         
  A. Schulman, Inc.
 
 
  By:   /s/ David C. Minc    
  David C. Minc   
  Vice President, General Counsel and Secretary   
 
Date: March 1, 2010

 

EX-99.1 2 l38993exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
     
(A. SCHULMAN LOGO)
  NEWS RELEASE
FOR IMMEDIATE RELEASE
A. SCHULMAN PURCHASES MCCANN COLOR, INC.
    Acquisition furthers A. Schulman’s strategic growth in North American masterbatch market
 
    High-quality custom color business will bolster A. Schulman’s North American profitability
 
    Production at A. Schulman’s Polybatch Color Center facility to be moved to McCann Color
AKRON, Ohio — March 1, 2010 — A. Schulman, Inc. (Nasdaq-GS: SHLM) announced today that it has purchased McCann Color, Inc., a producer of high-quality color concentrates, based in North Canton, Ohio, for less than $10 million in cash.
McCann Color provides specially formulated color concentrates to match precise customer specifications. Other products and services include UV absorbers, dry color, toll compounding and blending, and flame retardant compounds. Its products are used in end markets such as packaging, lawn and garden, furniture, consumer products and appliances. McCann Color serves customers from its state-of-the-art, 48,000-square-foot, expandable North Canton facility, which was built in 1998 exclusively to manufacture color concentrates. The facility will complement A. Schulman’s existing masterbatch manufacturing and product development facilities in Akron, Ohio, and San Luis Potosi, Mexico.
“McCann Color is a perfect fit with our strategy to be a leading global manufacturer in the masterbatch business and, specifically, to advance the profitable growth of our North American color operations,” said Joseph M. Gingo, Chairman, President and Chief Executive Officer of A. Schulman. “This strategic move allows us to gain a high-quality, custom color operation that has the capacity, flexibility and efficiency to advance our growth in our targeted markets and reduce our dependence on the automotive market. We are extremely selective about the acquisitions we make, and McCann Color meets our criteria of providing growth opportunities for our business, generating maximum return on invested capital and creating additional shareholder value.”
As a result of the acquisition, A. Schulman will close its Polybatch Color Center operations at Sharon Center, Ohio and will consolidate production to the McCann facility in North Canton. The consolidation and the acquisition integration are expected to be completed by the end of the Company’s current fiscal year, August 31, 2010. Including the acquisition and the Sharon Center restructuring, A. Schulman

1


 

expects to show an annual operating income improvement of $2 million to $3 million, of which the full effect will be realized in fiscal 2011.
About A. Schulman, Inc.
Headquartered in Akron, Ohio, A. Schulman is a leading international supplier of high-performance plastic compounds and resins. These materials are used in a variety of consumer, industrial, automotive and packaging applications. The Company employs about 2,000 people and has 16 manufacturing facilities in North America, Europe and Asia. Revenues for the fiscal year ended August 31, 2009, were $1.3 billion. Additional information about A. Schulman can be found at www.aschulman.com.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
A number of the matters discussed in this release that are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding expected synergies resulting from the merger of A. Schulman and ICO, combined operating and financial data, the combined company’s plans, objectives, expectations and intentions and whether and when the transactions contemplated by the merger agreement will be consummated. The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; restrictions imposed by outstanding indebtedness; fluctuations in the prices of sources of energy or resins and other raw materials; worldwide and regional economic, business, and political conditions, including continuing economic uncertainties in some or all major product markets; changes in customer demand and requirements; business cycles and other industry conditions; the timing of new services or facilities; ability to compete; effects of compliance with laws; fluctuations in the value of currencies in major areas where operations are located, including the U.S. dollar, Euro, U.K. pound sterling, Canadian dollar, Mexican peso, Chinese yuan, and Indonesian rupiah; matters relating to operating facilities; effect and costs of claims (known or unknown) relating to litigation and environmental remediation; ability to manage global inventory; ability to develop technology and proprietary know-how; ability to attract and retain key personnel; escalation in the cost of providing employee health care; performance of the global automotive market; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the failure to obtain governmental approvals of the transaction on the proposed terms and schedule, and any conditions imposed on the combined company in connection with consummation of the merger; the failure to obtain approval of the merger by the stockholders of ICO and the failure to satisfy various other conditions to the closing of the merger contemplated by the merger agreement; and the risks that are described from time to time in A. Schulman’s and ICO’s respective reports filed with the SEC, including A. Schulman’s Annual Report on Form 10-K for the year ended August 31, 2009 and ICO’s Annual Report on Form 10-K for the year ended September 30, 2009, in each case, as such reports may have been amended. This release speaks only as of its date, and A. Schulman and ICO each disclaims any duty to update the information herein.
Additional Information and Where to Find It
In connection with the proposed transaction, A. Schulman has filed a Registration Statement on Form S-4 with the SEC (Reg. No. 333-164085) containing a preliminary proxy statement/prospectus regarding the proposed merger. SHAREHOLDERS OF ICO ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/ PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement/prospectus will be mailed to stockholders of ICO. Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from A. Schulman, Inc. at its website, www.aschulman.com, or from ICO, Inc. at its website, www.icopolymers.com, or 1811 Bering Drive, Suite 200, Houston, Texas, 77057, attention: Corporate Secretary.

2


 

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Participants In Solicitation
A. Schulman and ICO and their respective directors and executive officers, other members of management and employees and the proposed directors and executive officers of the combined company, may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information concerning the proposed directors and executive officers of the combined company, A.Schulman’s and ICO’s respective directors and executive officers and other participants in the proxy solicitation, including a description of their interests, is included in the proxy statement/prospectus contained in the above-referenced Registration Statement on Form S-4.
# # #
Contact information:
Jennifer K. Beeman
Director of Corporate Communications & Investor Relations
A. Schulman, Inc.
3550 W. Market St.
Akron, Ohio 44333
Tel: 330-668-7346
email: Jennifer_Beeman@us.aschulman.com

3

EX-99.2 3 l38993exv99w2.htm EX-99.2 exv99w2
Exhibit 99.2
TRANSCRIPT
Hello, I’m Joe Gingo, CEO of A. Schulman.
     On March 1, 2010, A. Schulman announced the acquisition of McCann Color, a producer of high-quality color concentrates, based in North Canton, Ohio.
     We’re excited to add McCann to our North American operations, and I want to welcome everyone at McCann to the A. Schulman team.
     This acquisition is a perfect fit with our strategy to be a leading global manufacturer in the masterbatch business, as well as a leading global niche player in engineered plastics, and a leading manufacturer in rotomolding. It complements our other North American masterbatch facilities in Akron and San Luis Potosi, Mexico.
     We are extremely selective about the acquisitions we make, and McCann meets our criteria of providing growth opportunities for our business, generating maximum return on invested capital, and creating additional shareholder value. It also provides several benefits that will allow us to serve customers better.
     For example, McCann’s facility in North Canton is a high-quality, custom color operation that was built in 1998 exclusively to manufacture color concentrates. It has the capacity, flexibility and efficiency to help us advance our growth in our targeted markets.
     The acquisition also expands our technical expertise and will further allow us to develop innovative solutions to satisfy our customers’ most precise color-matching specifications.
     As a result of the acquisition, we have made the VERY difficult decision to consolidate production from our Polybatch Color Center, at Sharon Center, Ohio, to the McCann facility in North Canton. McCann has the capacity to take on the additional production, and it would not be an efficient use of our resources to keep both operations running.

 


 

     We sincerely appreciate the hard work of everyone at Sharon on A. Schulman’s behalf.
     At A. Schulman, we’ve worked very hard over the past two years to strengthen our position to deliver steady, profitable growth. We’ll continue to look for acquisitions that will support the Company’s strategic objectives in the future.
     For further information on the combination of McCann and A. Schulman, please explore the rest of this website.
     Thank you.
A. SCHULMAN PURCHASES McCANN COLOR
Acquisition furthers A. Schulman’s strategic growth in North America masterbatch market
“A. Schulman’s acquisition of McCann is a perfect fit with our strategy to be a leading global manufacturer in the masterbatch business, and specifically, to advance the profitable growth of our North American color operations.”
Joseph M. Gingo, Chairman, President and Chief Executive Officer of A. Schulman
March 1, 2010
Combination of Companies
On March 1, 2010, A. Schulman, Inc. announced it has purchased McCann Color for less than $10 million in cash. This transaction reflects A. Schulman’s focus on advancing profitable growth in North America.
This strategic move gives A. Schulman:
    A high-quality, custom color operation with the flexibility and efficiency to advance growth in our targeted markets, especially in our North American color operations
 
    An opportunity to create additional shareholder value through an acquisition that provides growth opportunities and generates maximum return on invested capital
 
    A team of highly qualified scientists and engineers who continually develop innovative solutions that provide the most accurate color match to satisfy our customers’ specifications
 
    A state-of-the-art facility built in 1998 exclusively to manufacture color concentrates
This facility will complement A. Schulman’s existing masterbatch manufacturing and product development facilities in Akron, Ohio, and San Luis Potosi, Mexico.
The two companies believe this transaction will bring significant value and opportunity to the customers of the combined business. Click here to view the press release.

 


 

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
A number of the matters discussed in this release that are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding expected synergies resulting from the merger of A. Schulman and ICO, combined operating and financial data, the combined company’s plans, objectives, expectations and intentions and whether and when the transactions contemplated by the merger agreement will be consummated. The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; restrictions imposed by outstanding indebtedness; fluctuations in the prices of sources of energy or resins and other raw materials; worldwide and regional economic, business, and political conditions, including continuing economic uncertainties in some or all major product markets; changes in customer demand and requirements; business cycles and other industry conditions; the timing of new services or facilities; ability to compete; effects of compliance with laws; fluctuations in the value of currencies in major areas where operations are located, including the U.S. dollar, Euro, U.K. pound sterling, Canadian dollar, Mexican peso, Chinese yuan, and Indonesian rupiah; matters relating to operating facilities; effect and costs of claims (known or unknown) relating to litigation and environmental remediation; ability to manage global inventory; ability to develop technology and proprietary know-how; ability to attract and retain key personnel; escalation in the cost of providing employee health care; performance of the global automotive market; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the failure to obtain governmental approvals of the transaction on the proposed terms and schedule, and any conditions imposed on the combined company in connection with consummation of the merger; the failure to obtain approval of the merger by the stockholders of ICO and the failure to satisfy various other conditions to the closing of the merger contemplated by the merger agreement; and the risks that are described from time to time in A. Schulman’s and ICO’s respective reports filed with the SEC, including A. Schulman’s Annual Report on Form 10-K for the year ended August 31, 2009 and ICO’s Annual Report on Form 10-K for the year ended September 30, 2009, in each case, as such reports may have been amended. This release speaks only as of its date, and A. Schulman and ICO each disclaims any duty to update the information herein.
Additional Information and Where to Find It
In connection with the proposed transaction, A. Schulman has filed a Registration Statement on Form S-4 with the SEC (Reg. No. 333-164085) containing a preliminary proxy statement/prospectus regarding the proposed merger. SHAREHOLDERS OF ICO ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/ PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement/prospectus will be mailed to stockholders of ICO. Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from A. Schulman, Inc. at its website, www.aschulman.com, or from ICO, Inc. at its website, www.icopolymers.com, or 1811 Bering Drive, Suite 200, Houston, Texas, 77057, attention: Corporate Secretary.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Participants In Solicitation
A. Schulman and ICO and their respective directors and executive officers, other members of management and employees and the proposed directors and executive officers of the combined company, may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information concerning the proposed directors and executive officers of the combined company, A.Schulman’s and ICO’s respective directors and executive officers and other participants in the proxy solicitation, including a description of their interests, is included in the proxy statement/prospectus contained in the above-referenced Registration Statement on Form S-4.

 

EX-99.3 4 l38993exv99w3.htm EX-99.3 exv99w3
Exhibit 99.3
(A. SCHULMAN LOGO)
A. Schulman Purchases McCann Color
Acquisition Furthers A. Schulman’s Strategic Growth in the North America Masterbatch Market
“McCann Color is a perfect fit with our strategy to be a leading global manufacturer in the masterbatch business, and specifically, to advance the profitable growth of our North American color operations. We are extremely selective about the acquisitions we make, and McCann meets our criteria of providing growth opportunities for our business, generating maximum return on invested capital and creating addi-tional shareholder value.”
Joseph M. Gingo, Chairman, President and Chief Executive Officer of A. Schulman
     
OVERVIEW
  On March 1, 2010, A. Schulman, Inc. (Nasdaq-GS: SHLM) announced it purchased McCann Color, a producer of high-quality color concentrates, for less than $10 million in cash. The transaction reflects A. Schulman’s focus on advancing profitable growth in North America.
 
   
 
  This strategic move gives A. Schulman:
 
   
 
 
     A high-quality, custom color operation with the flexibility and efficiency to further its growth in targeted markets
 
   
 
 
     The ability to advance profitable growth in its North American color operations
 
   
 
 
     An opportunity to create additional shareholder value through an acquisition that provides growth opportunities and generates maximum return on invested capital
 
   
 
 
     A team of highly qualified scientists and engineers who continually develop innovative solutions that provide the most accurate color match to satisfy customers’ specifications
 
   
 
 
     A state-of-the-art facility built in 1998 exclusively to manufacture color concentrates
 
   
ABOUT
McCANN COLOR
  McCann Color, based in North Canton, Ohio, provides specially formulated color concentrates to match precise customer specifications. Other products and ser-vices include UV absorbers, dry color, toll compounding and blending, and flame retardant compounds. Its products are used in end markets such as packaging, lawn and garden, furniture, consumer products and appliances.
 
   
FOR MORE
INFORMATION
  www.shlm-mccprofile.com
 
   
CONTACT
INFORMATION
  Jennifer K. Beeman
Director of Corporate Communications & Investor Relations
jennifer_beeman@us.aschulman.com
330-668-7346
(A. SCHULMAN LOGO)

 


 

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
     A number of the matters discussed in this release that are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding expected synergies resulting from the merger of A. Schulman and ICO, combined operating and financial data, the combined company’s plans, objectives, expectations and intentions and whether and when the transactions contemplated by the merger agreement will be consummated.
The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; restrictions imposed by outstanding indebtedness; fluctuations in the prices of sources of energy or resins and other raw materials; worldwide and regional economic, business, and political conditions, including continuing economic uncertainties in some or all major product markets; changes in customer demand and requirements; business cycles and other industry conditions; the timing of new services or facilities; ability to compete; effects of compliance with laws; fluctuations in the value of currencies in major areas where operations are located, including the U.S. dollar, Euro, U.K. pound sterling, Canadian dollar, Mexican peso, Chinese yuan, and Indonesian rupiah; matters relating to operating facilities; effect and costs of claims (known or unknown) relating to litigation and environmental remediation; ability to manage global inventory; ability to develop technology and proprietary know-how; ability to attract and retain key personnel; escalation in the cost of providing employee health care; performance of the global automotive market; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the failure to obtain governmental approvals of the transaction on the proposed terms and schedule, and any conditions imposed on the combined company in connection with consummation of the merger; the failure to obtain approval of the merger by the stockholders of ICO and the failure to satisfy various other conditions to the closing of the merger contemplated by the merger agreement; and the risks that are described from time to time in A. Schulman’s and ICO’s respective reports filed with the SEC, including A. Schulman’s Annual Report on Form 10-K for the year ended August 31, 2009 and ICO’s Annual Report on Form 10-K for the year ended September 30, 2009, in each case, as such reports may have been amended. This release speaks only as of its date, and A. Schulman and ICO each disclaims any duty to update the information herein.
Additional Information and Where to Find It
     In connection with the proposed transaction, A. Schulman has filed a Registration Statement on Form S-4 with the SEC
(Reg. No. 333-164085) containing a preliminary proxy statement/prospectus regarding the proposed merger. SHAREHOLDERS OF ICO ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/ PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement/prospectus will be mailed to stockholders of ICO. Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from A. Schulman, Inc. at its website, www.aschulman.com, or from ICO, Inc. at its website, www.icopolymers.com, or 1811 Bering Drive, Suite 200, Houston, Texas, 77057, attention: Corporate Secretary.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Participants In Solicitation
     A. Schulman and ICO and their respective directors and executive officers, other members of management and employees and the proposed directors and executive officers of the combined company, may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information concerning the proposed directors and executive officers of the combined company, A.Schulman’s and ICO’s respective directors and executive officers and other participants in the proxy solicitation, including a description of their interests, is included in the proxy statement/prospectus contained in the above-referenced Registration Statement on Form S-4.

 

EX-99.4 5 l38993exv99w4.htm EX-99.4 exv99w4
Exhibit 99.4
A. Schulman Acquires McCann Color
1.   Why is A. Schulman acquiring McCann Color?
 
    A. Schulman’s strategic objectives include being a leading global manufacturer in both masterbatch and rotomolding, as well as a leading global niche player in engineered plastics. The McCann Color acquisition advances our position in one of these key areas, the North American masterbatch market. McCann Color has a high-quality, custom color operation with the flexibility and efficiency to advance growth in our target markets.
 
2.   Who is McCann Color?
 
    McCann Color provides specially formulated color concentrates to match precise customer specifications. Other products and services include UV absorbers, dry color, toll compounding and blending, and flame retardant compounds. Its products are used in end markets such as packaging, lawn and garden, furniture, consumer products and appliances. McCann Color serves customers from its state-of-the-art, 48,000-square-foot, expandable North Canton facility.
 
3.   What is the strategic fit between A. Schulman and McCann Color?
 
    McCann Color is a perfect fit with our strategy to be a leading global manufacturer in the masterbatch business, and specifically, to advance the profitable growth of our North American color operations. We are extremely selective about the acquisitions we make, and McCann Color meets our criteria of providing growth opportunities for our business, generating maximum return on invested capital and creating additional shareholder value.
 
4.   What significance does McCann Color’s expertise in color hold for A. Schulman?
 
    McCann Color’s facility in North Canton was built in 1998 exclusively to manufacture color concentrates. This strategic move allows us to gain a high-quality, custom color operation that has the capacity, flexibility and efficiency to advance our growth in our targeted markets and reduces A. Schulman’s dependence on the automotive market. McCann Color’s operations will complement our other North American masterbatch facilities in Akron and San Luis Potosi.
 
5.   What does this mean for the customers of both companies?
 
    The two companies believe this transaction will bring significant value and opportunity to the customers of the combined business as a result of:
  o   A high-quality, custom color operation with the flexibility and efficiency to grow

1


 

  o   Technical expertise to allow A. Schulman to continually develop innovative solutions that provide the most accurate color match to satisfy customers’ specifications
 
  o   A state-of-the-art facility built exclusively to manufacture color concentrates
6.   Is A. Schulman considering other acquisitions?
 
    The improvements we’ve made to our operations and balance sheet during the past two years have strengthened our financial position and allowed us to invest in strategic acquisitions. We’ll continue to be selective in seeking acquisitions that will provide the highest impact for the business, generate maximum return on invested capital and create additional shareholder value, and, most importantly, support our Company’s strategic objectives.
 
7.   How will this transaction impact the geographic mix of A. Schulman’s business?
 
    McCann Color’s color facility in North Canton is largely complementary to A. Schulman’s existing operations and will greatly expand A. Schulman’s ability to serve customers in the North American masterbatch market.
 
8.   What steps remain before the transaction can be finalized? What is your time frame for closing the deal?
 
    The transaction was finalized and the acquisition closed prior to the announcement on March 1, 2010. As a result of the acquisition, A. Schulman will close its Polybatch Color Center operations at Sharon Center, Ohio, and will consolidate production to the McCann Color facility in North Canton.
 
9.   What is the total cost of this transaction?
 
    Under the terms of the agreement, A. Schulman will pay less than $10 million in cash.
 
10.   How will you integrate McCann Color into Schulman?
 
    We expect to integrate McCann Color’s operations seamlessly and quickly, as they are highly complementary to A. Schulman’s other masterbatch operations. The acquisition integration and consolidation of Polybatch Color Center operations are expected to be completed by the end of the Company’s current fiscal year, August 31, 2010.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
     A number of the matters discussed in this release that are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding expected synergies resulting from the merger of A. Schulman and ICO, combined operating and financial data, the combined company’s plans, objectives, expectations and intentions and whether and when the transactions contemplated by the merger agreement will be consummated.

2


 

The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; restrictions imposed by outstanding indebtedness; fluctuations in the prices of sources of energy or resins and other raw materials; worldwide and regional economic, business, and political conditions, including continuing economic uncertainties in some or all major product markets; changes in customer demand and requirements; business cycles and other industry conditions; the timing of new services or facilities; ability to compete; effects of compliance with laws; fluctuations in the value of currencies in major areas where operations are located, including the U.S. dollar, Euro, U.K. pound sterling, Canadian dollar, Mexican peso, Chinese yuan, and Indonesian rupiah; matters relating to operating facilities; effect and costs of claims (known or unknown) relating to litigation and environmental remediation; ability to manage global inventory; ability to develop technology and proprietary know-how; ability to attract and retain key personnel; escalation in the cost of providing employee health care; performance of the global automotive market; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the failure to obtain governmental approvals of the transaction on the proposed terms and schedule, and any conditions imposed on the combined company in connection with consummation of the merger; the failure to obtain approval of the merger by the stockholders of ICO and the failure to satisfy various other conditions to the closing of the merger contemplated by the merger agreement; and the risks that are described from time to time in A. Schulman’s and ICO’s respective reports filed with the SEC, including A. Schulman’s Annual Report on Form 10-K for the year ended August 31, 2009 and ICO’s Annual Report on Form 10-K for the year ended September 30, 2009, in each case, as such reports may have been amended. This release speaks only as of its date, and A. Schulman and ICO each disclaims any duty to update the information herein.
Additional Information and Where to Find It
     In connection with the proposed transaction, A. Schulman has filed a Registration Statement on Form S-4 with the SEC
(Reg. No. 333-164085) containing a preliminary proxy statement/prospectus regarding the proposed merger. SHAREHOLDERS OF ICO ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/ PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement/prospectus will be mailed to stockholders of ICO. Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from A. Schulman, Inc. at its website, www.aschulman.com, or from ICO, Inc. at its website, www.icopolymers.com, or 1811 Bering Drive, Suite 200, Houston, Texas, 77057, attention: Corporate Secretary.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

3


 

Participants In Solicitation
     A. Schulman and ICO and their respective directors and executive officers, other members of management and employees and the proposed directors and executive officers of the combined company, may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information concerning the proposed directors and executive officers of the combined company, A.Schulman’s and ICO’s respective directors and executive officers and other participants in the proxy solicitation, including a description of their interests, is included in the proxy statement/prospectus contained in the above-referenced Registration Statement on Form S-4.

4

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