Quanex Building Products Corporation (NYSE:NX) entered into a scheme of arrangement to acquire Tyman plc (LSE:TYMN) for £790 million on April 22, 2024. Under the terms of the Transaction, Tyman Shareholders will be entitled to receive for each Tyman Share held at the Scheme Record Time, i) £2.4 in cash ii) 0.05715 of a New Quanex Share. The Main Offer comprises approximately 60% by value in cash and approximately 40% by value in New Quanex Shares. Tyman Shareholders will be able to elect to receive the consideration in respect of their entire holding of Tyman Shares in Quanex Shares at a ratio of 0.14288 of a New Quanex Share to every 1 Tyman Share held at the Scheme Record Time. The Capped All-Share Alternative will be made available in respect of up to 25% of the Tyman Shares outstanding on the Effective Date. The cash consideration payable to Tyman Shareholders pursuant to the terms of the Transaction will be funded by a combination of Quanex's existing cash resources as well as third-party debt incurred by Quanex. Quanex has received irrevocable undertaking from from Teleios who holds total of 32,347,981 Tyman Shares representing approximately 16.4% of total issued shares.

The Tyman Directors, who have been so advised by Greenhill as to the financial terms of the Transaction, consider the terms of the Main Offer and Capped All-Share Alternative to be fair and reasonable. Accordingly, the Tyman Directors intend to recommend unanimously that Tyman Shareholders vote or procure votes to approve the Scheme. Transaction is subject to the receipt or waiver of any applicable antitrust approvals or clearances in the United States and the United Kingdom, approval of Tyman Shareholders at the Court Meeting and the General Meeting, the issuance of the New Quanex Shares in connection with the Transaction having been approved by Quanex Stockholders at the Quanex Stockholder Meeting, confirmation having been received by Quanex that the New Quanex Shares have been approved for listing, subject to official notice of issuance, on the NYSE, and the sanction of the Scheme by the Court.

UBS AG, London Branch acted as a financial advisor, Travers Smith LLP and Foley & Lardner LLP acted as legal advisors to Quanex Building Products. Numis Securities Limited and Greenhill & Co. International LLP acted as financial advisors, Latham & Watkins (London) LLP acted as a legal advisor to Tyman plc. The Transaction is expected to be significantly earnings enhancing after the first full financial year following completion of the Transaction taking into account full cost synergies.