8-KOther Events

SHERWIN WILLIAMS CO 8-K Report, Corporate Update (Mar 21, 2017)

Filed March 21, 2017For Securities:SHW

Summary

The Sherwin-Williams Company (SHW) filed an 8-K on March 21, 2017, to announce an extension of the merger end date with The Valspar Corporation. The original agreement, signed on March 19, 2016, was set to expire on March 21, 2017. Sherwin-Williams and Valspar have agreed to extend this deadline to June 21, 2017. This extension is primarily driven by the need for additional time to satisfy customary closing conditions, most notably the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the receipt of other required antitrust approvals. Investors should monitor the progress of these regulatory approvals as they are critical to the completion of the acquisition.

Key Highlights

  • 1Sherwin-Williams and Valspar have extended their merger agreement deadline from March 21, 2017, to June 21, 2017.
  • 2The extension was made pursuant to Section 7.1(b) of the original Merger Agreement.
  • 3Completion of the merger is still contingent upon standard conditions, including antitrust approvals.
  • 4Specifically, the expiration or termination of the Hart-Scott-Rodino Act waiting period is a key condition.
  • 5Sherwin-Williams anticipates completing the merger by the new extended end date, provided all conditions are met.
  • 6This filing is an update on the ongoing merger process, not a new transaction announcement.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors that The Sherwin-Williams Company and The Valspar Corporation have extended the termination date of their merger agreement by three months, from March 21, 2017, to June 21, 2017.

The deadline was extended to allow more time to satisfy the necessary closing conditions for the merger. The most critical of these are the antitrust approvals, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

No, this filing does not indicate any changes to the fundamental terms of the merger agreement. It solely concerns the extension of the date by which the merger must be completed.

Sherwin-Williams expects to complete the merger by the new extended end date of June 21, 2017, assuming all customary conditions, particularly the required antitrust approvals, are satisfied.