UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): May 27, 2019
Balchem Corporation
(Exact name of registrant as specified in its charter)
Maryland | 1-13648 | 13-2578432 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
52 Sunrise Park Road, New Hampton, NY 10958
(Address of principal executive offices) (Zip Code
Registrant’s telephone number, including area code: (845) 326-5600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||
Common Stock, par value $.06-2/3 per share. | BCPC | NASDAQ Global Market |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. | Completion of Acquisition or Disposition of Assets. |
As previously reported, on May 2, 2019, Balchem Corporation (“Balchem”) entered into a Securities Purchase Agreement (the “Agreement”) among (a) Balchem, (b) Chemogas Gilde B.V. (“Gilde”), a limited liability company organized and existing under the laws of The Netherlands, (c) Dirk Battig, (d) Dirk Van den Borre, (e) Eric Matthijs, (f) Christophe Marque, (g) Adamo Pia (h) Jurgen De Smet, and (i) Sebastien Verwilghen (Gilde and the individuals referred to in (c) through (i) being hereinafter referred to as as “Sellers”). The Agreement provides for purchase by Balchem of Chemogas Holding NV, a privately held specialty gases company, headquartered in Grimbergen, Belgium and its subsidiaries (hereinafter collectively referred to as ”Chemogas”).
On May 27, 2019, Balchem closed its acquisition of Chemogas from the Sellers (the “Closing”). Prior to the Closing, neither Balchem, any of its affiliates, any of its directors or officers, nor any associate of any of its directors or officers had any material relationship with any of the other parties to the Agreement, other than with respect to the acquisition.
At the Closing, Balchem paid €88,578,586 to the Sellers and repaid €8,460,654 of Chemogas’ indebtedness. The purchase price was determined as a result of arms’ length negotiation among Balchem and the Sellers.
The purchase price was financed through the Balchem’s existing revolving credit facility and cash on hand.
Item 7.01. | Regulation FD Disclosure. |
On May 28, 2019, Balchem issued a press release announcing the Closing, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number | Description | ||
Securities Purchase Agreement, dated as of May 2, 2019, among Balchem Corporation, Chemogas Gilde B.V., Dirk Battig, Dirk Van den Borre, Eric Matthijs, Christophe Marque, Adamo Pia, Jurgen De Smet and Sebastien Verwilghen (incorporated by reference to Exhibit 2.1 of Balchem Corporation’s Current Report on Form 8-K dated and filed on May 6, 2019 (SEC File No. 001-13648 19798353). | |||
Press release dated May 28, 2019. |
* | This exhibit is furnished as part of this Current Report on Form 8-K. |
Cautionary Note Regarding Forward-Looking Statements
This report, including the exhibits filed and furnished herewith, contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements generally can be identified because they relate to the topics set forth above or by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,” “foresee,” “likely,” “may,” “will,” “would” or other
SIGNATURE
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.
BALCHEM CORPORATION | |
By:/s/ Mark Stach | |
Mark Stach, General Counsel and Secretary | |
Dated: May 28, 2019 |