BLOOMFIELD HILLS, Mich.--(BUSINESS WIRE)--TriMas Corporation’s (NASDAQ: TRS) Board of Directors today announced record and distribution dates for the spin-off of its Cequent businesses, which will be effected through the distribution of 100 percent of the common shares of Horizon Global Corporation to holders of TriMas Corporation’s common shares. The completion of distribution is subject to the Securities and Exchange Commission (SEC) having declared effective Horizon Global’s Registration Statement on Form S-1, as amended, which Horizon Global has filed with the SEC and is available at www.sec.gov.
Horizon Global’s common shares will be distributed near day's end on June 30, 2015. Following the distribution, Horizon Global will be an independent, publicly traded company. It expects to receive approval to list its common shares on the New York Stock Exchange (NYSE) under the symbol “HZN.”
TriMas’ shareholders will receive two Horizon Global common shares for every five common shares of TriMas held at the close of business on the record date of June 25, 2015. TriMas’ shareholders entitled to receive the June 30 distribution will receive a book-entry account statement or a credit to their brokerage accounts reflecting their new ownership of Horizon Global common shares.
“Today’s announcement demonstrates continued progress in the spin-off of the Cequent businesses for TriMas,” said Samuel Valenti III, chairman of TriMas and expected co-chairman of Horizon Global’s Board of Directors. “With experienced executive teams in place, we remain confident that both companies will be successful in maintaining their leadership positions in the marketplace, able to pursue their independent strategies and create value for both companies' shareholders. It is an exciting time for both companies.”
TriMas expects to receive an opinion from its special tax advisor, PricewaterhouseCoopers LLP, that neither TriMas nor its shareholders should be subject to U.S. federal income tax as a result of the distribution of Horizon Global common shares in the spin-off (except to the extent cash is received in lieu of fractional shares).
TriMas expects “when-issued” public trading for Horizon Global common shares will commence on the NYSE on or about June 23, 2015, under the symbol “HZN”, and will continue through the distribution date. TriMas also anticipates that “regular way” trading of Horizon Global common shares will begin on July 1, 2015, the first trading day following the distribution date.
It is anticipated that, beginning shortly before the record date, TriMas common stock traded as “TRS”, will trade in two markets on the NASDAQ, a “regular way” market and an “ex-distribution” market. Investors will be able to purchase TriMas common stock without the right to receive shares of Horizon Global common stock in the ex-distribution market for TriMas common stock. Any holder of TriMas common stock who sells TriMas common stock in the “regular way” market on or before the distribution date will be selling the right to receive Horizon Global common stock in the spin-off. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling shares of TriMas common stock on or before the distribution date.
About TriMas
Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NASDAQ: TRS) provides engineered and applied products for growing markets worldwide. TriMas is currently organized into six reportable segments: Packaging, Energy, Aerospace, Engineered Components, Cequent APEA and Cequent Americas. TriMas has approximately 7,000 employees at more than 60 facilities in 19 countries. For more information, visit www.trimascorp.com.
About Horizon Global
Headquartered in Bloomfield Hills, Michigan, Horizon Global Corporation will become an independent publicly traded company upon its spinoff from TriMas and thereafter trade under the symbol “HZN” on the New York Stock Exchange. Horizon Global is a leading designer, manufacturer and distributor of industry leading high-quality, custom-engineered towing, trailering, cargo management and related accessory products for original equipment, aftermarket and retail channel customers on a global basis. For more information, please visit www.horizonglobal.com.
Notice Regarding Forward-Looking Statements
Any "forward-looking" statements contained herein, including those relating to market conditions or the Company's financial condition and results, expense reductions, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including, but not limited to, risks and uncertainties with respect to the Company’s plans for successfully executing the spin-off within the expected time frame or at all, the taxable nature of the spin-off, future prospects of the companies as independent companies, general economic and currency conditions, various conditions specific to the Company's business and industry, the Company's leverage, liabilities imposed by the Company's debt instruments, market demand, competitive factors, supply constraints, material and energy costs, technology factors, litigation, government and regulatory actions, the Company's accounting policies, future trends, and other risks that are detailed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements.
