TriMas Shareholders to Receive Horizon Global Shares as a Pro-rata
Dividend
BLOOMFIELD HILLS, Mich.--(BUSINESS WIRE)--
TriMas Corporation's (NASDAQ: TRS) Board of Directors today announced
record and distribution dates for the spin-off of its Cequent
businesses, which will be effected through the distribution of
100 percent of the common shares of Horizon Global Corporation to
holders of TriMas Corporation's common shares. The completion of
distribution is subject to the Securities and Exchange Commission (SEC)
having declared effective Horizon Global's Registration Statement on
Form S-1, as amended, which Horizon Global has filed with the SEC and is
available at www.sec.gov.
Horizon Global's common shares will be distributed near day's end on
June 30, 2015. Following the distribution, Horizon Global will be an
independent, publicly traded company. It expects to receive approval to
list its common shares on the New York Stock Exchange (NYSE) under the
symbol "HZN."
TriMas' shareholders will receive two Horizon Global common shares for
every five common shares of TriMas held at the close of business on the
record date of June 25, 2015. TriMas' shareholders entitled to receive
the June 30 distribution will receive a book-entry account statement or
a credit to their brokerage accounts reflecting their new ownership of
Horizon Global common shares.
"Today's announcement demonstrates continued progress in the spin-off of
the Cequent businesses for TriMas," said Samuel Valenti III, chairman of
TriMas and expected co-chairman of Horizon Global's Board of Directors.
"With experienced executive teams in place, we remain confident that
both companies will be successful in maintaining their leadership
positions in the marketplace, able to pursue their independent
strategies and create value for both companies' shareholders. It is an
exciting time for both companies."
TriMas expects to receive an opinion from its special tax advisor,
PricewaterhouseCoopers LLP, that neither TriMas nor its shareholders
should be subject to U.S. federal income tax as a result of the
distribution of Horizon Global common shares in the spin-off (except to
the extent cash is received in lieu of fractional shares).
TriMas expects "when-issued" public trading for Horizon Global common
shares will commence on the NYSE on or about June 23, 2015, under the
symbol "HZN", and will continue through the distribution date. TriMas
also anticipates that "regular way" trading of Horizon Global common
shares will begin on July 1, 2015, the first trading day following the
distribution date.
It is anticipated that, beginning shortly before the record date, TriMas
common stock traded as "TRS", will trade in two markets on the NASDAQ, a
"regular way" market and an "ex-distribution" market. Investors will be
able to purchase TriMas common stock without the right to receive shares
of Horizon Global common stock in the ex-distribution market for TriMas
common stock. Any holder of TriMas common stock who sells TriMas common
stock in the "regular way" market on or before the distribution date
will be selling the right to receive Horizon Global common stock in the
spin-off. Investors are encouraged to consult with their financial
advisors regarding the specific implications of buying or selling shares
of TriMas common stock on or before the distribution date.
About TriMas
Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NASDAQ:
TRS) provides engineered and applied products for growing markets
worldwide. TriMas is currently organized into six reportable segments:
Packaging, Energy, Aerospace, Engineered Components, Cequent APEA and
Cequent Americas. TriMas has approximately 7,000 employees at more than
60 facilities in 19 countries. For more information, visit www.trimascorp.com.
About Horizon Global
Headquartered in Bloomfield Hills, Michigan, Horizon Global Corporation
will become an independent publicly traded company upon its spinoff from
TriMas and thereafter trade under the symbol "HZN" on the New York Stock
Exchange. Horizon Global is a leading designer, manufacturer and
distributor of industry leading high-quality, custom-engineered towing,
trailering, cargo management and related accessory products for original
equipment, aftermarket and retail channel customers on a global basis.
For more information, please visit www.horizonglobal.com.
Notice Regarding Forward-Looking Statements
Any "forward-looking" statements contained herein, including those
relating to market conditions or the Company's financial condition and
results, expense reductions, liquidity expectations, business goals and
sales growth, involve risks and uncertainties, including, but not
limited to, risks and uncertainties with respect to the Company's plans
for successfully executing the spin-off within the expected time frame
or at all, the taxable nature of the spin-off, future prospects of the
companies as independent companies, general economic and currency
conditions, various conditions specific to the Company's business and
industry, the Company's leverage, liabilities imposed by the Company's
debt instruments, market demand, competitive factors, supply
constraints, material and energy costs, technology factors, litigation,
government and regulatory actions, the Company's accounting policies,
future trends, and other risks that are detailed in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2014. These
risks and uncertainties may cause actual results to differ materially
from those indicated by the forward-looking statements. All
forward-looking statements made herein are based on information
currently available, and the Company assumes no obligation to update any
forward-looking statements.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150611006372/en/
TriMas Corporation
Sherry Lauderback, 248-631-5506
Vice
President, Investor Relations & Communications
sherrylauderback@trimascorp.com
Source: TriMas Corporation
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