Flamingo Merger Sub Corp begins cash tender offer to acquire all shares of American Pacific

Pursuant to the previously announced merger agreement entered into to acquire American Pacific Corporation (NASDAQ: APFC) (the "Company"), H.I.G. Capital, LLC ("H.I.G.") today announced that Flamingo Merger Sub Corp. ("Purchaser") has commenced a cash tender offer to acquire any and all of the outstanding shares of the Company's common stock. Upon the successful completion of the tender offer, stockholders of the Company who tendered their shares in the tender offer will receive $46.50 per share, in cash, payable without interest and less any applicable withholding taxes. Purchaser and its parent company, Flamingo Parent Corp. ("Parent"), are affiliates of H.I.G.

On January 10, 2014, the Company announced that the Company, Parent and Purchaser had signed a definitive merger agreement pursuant to which the tender offer would be made. The Company's board of directors has unanimously approved the terms of the merger agreement and the transactions contemplated thereby including the tender offer.

Parent and Purchaser are filing with the Securities and Exchange Commission ("SEC") today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the tender offer. Additionally, the Company will be filing with the SEC a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of the Company's board of directors that the Company's stockholders tender their shares in the tender offer.

The tender offer and withdrawal rights are scheduled to expire at midnight, New York City time, on February 24, 2014, unless the offer is extended or earlier terminated.

Pursuant to the merger agreement, upon completion of the tender offer and the satisfaction or waiver of all conditions, Purchaser will merge with and into the Company and all outstanding shares of the Company's common stock, other than shares held by Parent, Purchaser or the Company or their respective subsidiaries or shares held by the Company's stockholders who validly exercise appraisal rights under Delaware law, will be converted into the right to receive $46.50 per share, in cash, payable without interest and less any applicable withholding taxes. Upon completion of the transactions contemplated by the Merger Agreement the company will cease to be a public company.

Source:

American Pacific Corporation

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