Armstrong Spends $50M to Buy Back 17.3% of Shares in Dutch Auction
Lancaster, PA, June 24, 2019-Armstrong Flooring announced the final results of its modified “Dutch auction” self-tender offer to repurchase up to $50,000,000 in cash of its common stock, which expired at 12:00 a.m., New York City time, at the end of June 14, 2019.
Based on the final count by American Stock Transfer & Trust Company, the depositary for the self-tender offer, 4,991,207 shares of Armstrong Flooring’s common stock, were properly tendered (and not properly withdrawn) at the final purchase price of $11.10 per share.
Because the tender offer was oversubscribed, the company purchased only a prorated portion of the shares properly tendered by each tendering shareholder (other than “odd lot” holders whose shares were purchased on a priority basis) at the final purchase price of $11.10 per share. Based on the final tender count, and taking into consideration the effect of odd lot priority and conditional tenders on the proration factor, the final proration factor for the tender offer was 97.14% of the shares properly tendered at the final purchase price of $11.10 per share.
Accordingly, Armstrong Flooring has accepted for purchase 4,504,504 shares of its common stock at the final purchase price of $11.10 per share, for a total cost of approximately $50,000,000, excluding fees and expenses relating to the self-tender offer. The common stock accepted for purchase in the self-tender offer represent approximately 17.3% of Armstrong Flooring’s issued and outstanding common stock as of June 14, 2019. The depositary for the self-tender offer will promptly pay for the common stock accepted for purchase. Armstrong Flooring will fund the repurchase of common stock in the self-tender offer using a portion of its cash and cash equivalents on hand.