Trecora Resources: and Balmoral Swan Merger Sub, Inc. Announce Completion of Tender Offer for All Outstanding Shares of Trecora Resources – Form 8-K
Trecora Resources and Balmoral Swan Merger Sub, Inc. Announce Closing of Tender Offer for All Outstanding Shares of Trecora Resources
SUGAR LAND, TX and LOS ANGELES, CA – June 24, 2022 – Trecora Resources (NYSE: TREC) (“Trecora” or the “Company”) and Balmoral Swan MergerSub, Inc. (the “Buyer”), a subsidiary of Balmoral Funds, LLC (together with its consolidated subsidiaries, “Balmoral”) today announced the successful completion of the purchaser’s previously initiated cash tender offer to purchase all of the issued and outstanding common stock of Trecora (collectively , the actions ” ).
The tender offer expired at 12:00 a.m., New York time, on June 24, 2022. Upon expiry of the tender offer, a total of 16,781,352 Shares were validly tendered and not withdrawn from tender offer, representing approximately 70.73% of the total voting rights of the Shares. As of such expiration, all conditions of the tender offer have been satisfied or waived. The Buyer has accepted payment, and expects to pay promptly, all such Shares validly tendered and not withdrawn pursuant to the terms of the tender offer.
Following its acceptance of the Shares tendered into the tender offer, the Purchaser acquired a sufficient number of Shares to complete the Purchaser’s merger with and into the Company without the affirmative vote of the shareholders of the Corporation pursuant to Section 251(h) of the Delaware General Corporations Act. The parties expect to complete the merger on June 27, 2022. As part of the merger, the remaining outstanding shares will be converted into the right to receive $9.81 per share in cash, without interest and subject to any withholding taxes. required (which is the same amount per Share paid in the tender offer). Following the tender offer and the merger, Trecora will become an indirect wholly-owned private subsidiary of Balmoral and Trecora’s common stock will cease trading on the New York Stock Exchange.
Blank Rome LLP is acting as legal counsel to Balmoral. Guggenheim Securities, LLC served as financial advisor to the Company and Morgan, Lewis & Bockius LLP served as legal advisor.
About Trecora Resources
Trecora owns and operates a specialty petrochemical facility specializing in the manufacture of high purity hydrocarbons and other petrochemicals and a specialty wax facility, both located in Texas, and provides custom processing services at both facilities.
About Balmoral Funds
Balmoral is a Los Angeles, California-based private equity fund that was founded in 2005. Balmoral’s goal is to be the financial partner of choice for entrepreneurial, emotionally intelligent senior executives and operating advisors. and thrive, creating transformative and revitalizing change in the businesses they co-invest together. Balmoral has approximately $1 billion in assets under management. Balmoral typically invests in companies with revenues between $30 million and $500 million that require equity investments of $10 million to $75 million, with the ability to do more in particularly attractive opportunities.
All forward-looking statements, including, but not limited to, statements regarding the transaction between Balmoral and Trecora, the strategic and other potential benefits of the transaction, and other statements regarding expectations, beliefs, goals, plans or future prospects of Balmoral or Trecora, are subject to risks and uncertainties such as those described under the heading “Risk Factors” in the Company’s periodic reports filed with the Securities and Exchange Commissions (“SEC”) of the United States. United. These statements speak only as of the date of this press release and are based on the current plans and expectations of Balmoral and Trecora and involve risks and uncertainties that could cause actual future events or results to differ from those described or implied by these forward-looking statements. statements, including risks and uncertainties regarding: changes in financial markets; changes in economic, political or regulatory conditions; changes in facts and other circumstances and uncertainties relating to the proposed transaction; and other factors set forth from time to time in Trecora’s filings with the SEC, including its annual reports on Form 10-K and quarterly reports on Form 10-Q, as well as its public offering statement. statement, solicitation/recommendation statement and other tender offer documents filed by Balmoral and Trecora, as applicable. Except as required by applicable law or regulation, Balmoral and Trecora undertake no obligation to update or revise these forward-looking statements to reflect future events or circumstances.