Shiloh Industries, Inc. Announces Common Stock Offering
VALLEY CITY, Ohio, July 10, 2017 – Shiloh Industries, Inc. (NASDAQ: SHLO), (the “Company”) announced today that it has commenced an underwritten public offering of up to 5.0 million newly issued shares of its common stock. In connection with the offering, the Company and MTD Products Inc. Master Employment Benefit Trust (a pension trust affiliated with MTD Products Inc.), a shareholder of the Company (the “Selling Stockholder”), expect to grant the underwriters a 30-day option to purchase up to 750,000 shares of the Company’s common stock. If the underwriters purchase 500,000 or fewer shares of the Company’s common stock pursuant to their option, all such shares will be purchased from the Selling Stockholder. Any shares purchased by the underwriters pursuant to their option in excess of 500,000 will be purchased from the Company.
The Company intends to use the net proceeds of the offering to repay borrowings under its revolving credit facility. J.P. Morgan, BofA Merrill Lynch and BMO Capital Markets are acting as joint book-running managers. The Company will not receive any proceeds from any sale of shares by the Selling Stockholder.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission and became effective on March 24, 2017. Any offering of the securities covered under the registration statement will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offering. Copies of the prospectus and preliminary prospectus supplement for this offering may be obtained by contacting J.P. Morgan Securities LLC, Attention.: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, 1-866-803-9204; BofA Merrill Lynch, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, firstname.lastname@example.org; or BMO Capital Markets Corp., Attention: Equity Syndicate Department, 3 Times Square, 25th Floor, New York, NY 10036, email@example.com, 1-800-414-3627.
This Press Release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Shiloh Industries, Inc.
Shiloh Industries, Inc. (NASDAQ: SHLO) is a global innovative solutions provider focusing on lightweighting technologies that provide environmental and safety benefits to the mobility market. The Company designs and manufactures products within body structure, chassis and propulsion systems, leveraging one of the broadest portfolios in the industry. Shiloh’s multi-component, multi-material solutions are comprised of a variety of alloys in aluminum, magnesium and steel grades, along with its proprietary line of noise and vibration reducing ShilohCore acoustic laminate products. The strategic BlankLight®, CastLight® and StampLight® brands combine to maximize lightweighting solutions without compromising safety or performance. The Company has over 3,600 dedicated employees with operations, sales and technical centers throughout Asia, Europe and North America.
Certain statements made by Shiloh in this Press Release regarding the Company’s operating performance, events or developments that the Company believes or expects to occur in the future, including those that discuss strategies, goals, outlook or other non-historical matters, or which relate to future sales, earnings expectations, cost savings, awarded sales, volume growth, earnings or general belief in the Company’s expectations of future operating results are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995.
The forward-looking statements are made on the basis of management’s assumptions and expectations. As a result, there can be no guarantee or assurance that these assumptions and expectations will in fact occur. The forward-looking statements are subject to risks and uncertainties that may cause actual results to materially differ from those contained in the statements.
Listed below are some of the factors that could potentially cause actual results to differ materially from expected future results. Other factors besides those listed here could also materially affect the Company’s business.
- The Company’s ability to accomplish its strategic objectives.
- The Company’s ability to obtain future sales.
- Changes in worldwide economic and political conditions, including adverse effects from terrorism or related hostilities.
- Costs related to legal and administrative matters.
- The Company’s ability to realize cost savings expected to offset price concessions.
- The Company’s ability to successfully integrate acquired businesses, including businesses located outside of the United States.
- Risks associated with doing business internationally, including economic, political and social instability, foreign currency exposure and the lack of acceptance of its products.
- Inefficiencies related to production and product launches that are greater than anticipated.
- Changes in technology and technological risks.
- Work stoppages and strikes at the Company’s facilities and that of the Company’s customers or suppliers.
- The Company’s dependence on the automotive and heavy truck industries, which are highly cyclical.
- The dependence of the automotive industry on consumer spending, which is subject to the impact of domestic and international economic conditions affecting car and light truck production.
- Regulations and policies regarding international trade.
- Financial and business downturns of the Company’s customers or vendors, including any production cutbacks or bankruptcies.
- Increases in the price of, or limitations on the availability of, steel, aluminum or magnesium, the Company’s primary raw materials, or decreases in the price of scrap steel.
- The successful launch and consumer acceptance of new vehicles for which the Company supplies parts.
- The impact on financial statements of any accounting errors or irregularities.
- The occurrence of any event or condition that may be deemed a material adverse effect under the Company’s outstanding indebtedness or a decrease in customer demand which could cause a covenant default under the Company’s outstanding indebtedness.
- Pension plan funding requirements.
See “Part I, Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2016 and the prospectus and preliminary prospectus supplement for the offering described in this Press Release for a more complete discussion of these risks and uncertainties. Any or all of these risks and uncertainties could cause actual results to differ materially from those reflected in the forward-looking statements. These forward-looking statements reflect management’s analysis only as of the date of this Press Release.
The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of filing this Press Release. In addition to the disclosures contained herein, readers should carefully review risks and uncertainties contained in other documents the Company files from time to time with the Securities and Exchange Commission.
For inquiries, please contact Thomas Dugan, Vice President Finance and Treasurer at: 1-330-558-2600 or at firstname.lastname@example.org.
Mon, July 10, 2017