Quanex Building Products Files 8-K

TL;DR

Quanex filed a routine 8-K, no major news.

AI Summary

Quanex Building Products Corporation filed an 8-K on June 28, 2024, to report other events and financial statements. The filing does not contain specific details about new transactions or financial results but serves as a procedural update.

Why It Matters

This filing indicates Quanex Building Products Corporation is making a required regulatory submission to the SEC, which is standard for public companies.

Risk Assessment

Risk Level: low — The filing is a standard procedural update and does not contain information that suggests a change in the company's risk profile.

Key Numbers

• 001-33913 — SEC File Number (Identifier for Quanex's SEC filings)
• 26-1561397 — IRS Employer Identification No. (Tax identification number for Quanex)

Key Players & Entities

• Quanex Building Products Corporation (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Houston, Texas (location) — Principal executive office

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share NX New York Stock Exchang

Filing Documents

• tm2418482d1_8k.htm (8-K) — 44KB
• tm2418482d1_ex99-1.htm (EX-99.1) — 74KB
• 0001104659-24-076046.txt ( ) — 307KB
• gnw-20240628.xsd (EX-101.SCH) — 3KB
• gnw-20240628_lab.xml (EX-101.LAB) — 33KB
• gnw-20240628_pre.xml (EX-101.PRE) — 22KB
• tm2418482d1_8k_htm.xml (XML) — 4KB

01. Other Events

Item 8.01. Other Events. On April 22, 2024, the boards of Quanex Building Products Corporation ("Quanex") (the "Quanex Board") and Tyman plc ("Tyman") (the "Tyman Board") announced (the "Transaction Announcement") that they had reached agreement on the terms of a recommended cash and share offer for the entire issued ordinary share capital of Tyman (the "Transaction"). It is intended that the Transaction will be implemented by means of a scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006, as amended (the "UK Companies Act"). On June 11, 2024, Tyman published a shareholder circular relating to the Scheme (the "Scheme Document"). The Transaction may be implemented by way of takeover offer (as defined in the UK Companies Act) (the "Takeover Offer"). As previously disclosed in the definitive proxy Tyman shareholders may (i) receive 240 pence in cash and 0.05715 of a share of Quanex common stock, par value of $0.01 per share, to be newly issued in connection with the Transaction (the "New Quanex Shares") for each Tyman ordinary share held as of the date and time specified in the Scheme Document (such time being the "Scheme Record Time," such shares, the "Tyman Shares" and such default option, the "Main Offer") or (ii) under an alternative to the Main Offer, elect to receive New Quanex Shares at an exchange ratio of 0.14288 of a New Quanex Share for each Tyman Share held at the Scheme Record Time (such option, the "Capped All-Share Alternative"), provided, that, the Capped All-Share Alternative shall be made available for up to 25% of the Tyman Shares outstanding at the date the Scheme becomes effective. Special Tyman Dividend Since the Transaction Announcement, members of Quanex management and Tyman management have engaged with certain Tyman shareholders, and in particular have noted the views of certain Tyman shareholders about

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. 99.1 Form of Deed of Irrevocable Undertaking 104 The cover page of this Current Report on Form 8-K (embedded within the Inline XBRL document)

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains certain "forward-looking statements". These statements are based on the current expectations of the management of Quanex and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements include statements relating to the expected effects of the Transaction. Forward-looking statements include statements typically containing words such as "will", "may", "should", "believe", "intends", "expects", "anticipates", "targets", "estimates" and words of similar import and including statements relating to future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects and business and management strategies and the expansion and growth of the operations of Quanex following completion of the Transaction. Although Quanex believes that the expectations reflected in such forward-looking statements are reasonable, Quanex can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include: the possibility that the Transaction will not be completed on a timely basis or at all, whether due to the failure to satisfy the conditions of the Transaction (including approvals or clearances from regulatory and other agencies and bodies) or otherwise, general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorganization activities, interest rate and currency fluctuations, the inability of the combined company to re

SIGNATURES

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. Quanex Building Products Corporation Date: June 28, 2024 By: /s/ Scott Zuehlke Name: Scott Zuehlke Title: SVP, CFO and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR