Separation Expected to be Completed on 03 Feb., 2016
COLUMBIA, Md., 12 Jan., 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 tax free
to Grace’s U.S. shareholders, is expected to be completed on 3 Feb., 2016.
“Today's announcement marks another important milestone towards the completion of our
business 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 speciality
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 speciality
silicas, and a high margin, technologically advanced business focused on sales and earnings
growth, strong cash flow and high returns on capital.
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 5 Aug., 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 27 Jan., 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 3 Feb., 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 26 Jan., 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, 4 Feb., 2016, on
the NYSE under the ticker symbol “GCP”.
Also beginning on or about 26 Jan., 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 post 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.