Introductory Note.
This Current Report on Form 8-K is being filed in connection with the previously announced sale of Kraton Corporation, a Delaware corporation (“Kraton” or the “Company”), pursuant to the Agreement and Plan of Merger, dated as of September 27, 2021 (the “Merger Agreement”), by and between DL Chemical Co., Ltd. (“Parent”), DLC US Holdings, Inc., DLC US, Inc. (“Merger Subsidiary”), and Kraton, whereby Merger Subsidiary will merge with and into Kraton with Kraton surviving the merger as an indirect and wholly-owned subsidiary of Parent (the “Merger”).
| Item 5.02. |
Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
To the extent required by Item 5.02 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
On January 31, 2022, the Company announced internally its and the Parent’s plans with respect to the proposed management structure of the Company following the closing of the Merger.
Upon the closing of the Merger, Dr. Holger Jung and Marcello Boldrini will lead Kraton as Co-CEOs with a “one organization” mindset. Dr. Jung, age 59, currently serves as Kraton’s Senior Vice President & Polymer Segment President. Mr. Boldrini, age 59, currently serves as Kraton’s Senior Vice President, Chief Sustainability Officer & Chemical Segment President. Kraton’s Polymer and Chemical segments will continue to be directed by Jung and Boldrini and will be independently led by their respective new leadership teams to be appointed in due course. Dr. Jung and Mr. Boldrini’s biographies are included in Kraton’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2021 and are incorporated by reference herein. As a result of this new management structure, Kevin M. Fogarty, Atanas H. Atanasov and James L. Simmons, Kraton’s current President and Chief Executive Officer; Executive Vice President, Chief Financial Officer and Treasurer; and Senior Vice President and General Counsel, respectively, will leave the Company upon consummation of the Merger.
Special Note Regarding Forward-Looking Statements.
The Company has made statements in this Current Report on Form 8-K and other reports, filings, and other public written and verbal announcements that are forward-looking and therefore subject to risks and uncertainties, and you should not place undue reliance on these forward-looking statements. All statements, other than statements of historical fact, included in this document are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided thereunder. These forward-looking statements relate to management’s plans and objectives for future operations, outcome of regulatory proceedings, satisfaction of the conditions to the consummation of the Merger, and other matters. These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this Current Report on Form 8-K. Forward-looking statements can be identified by various words such as “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” the negative of such words or similar terminology, and include, but are not limited to, the Company’s expectations with respect to the sale of the Company, including the timing thereof.
Forward-looking statements are subject to certain risks and uncertainties that could cause actual results, expectations, or outcomes to differ materially from our historical experience as well as management’s present expectations or projections. These risks and uncertainties include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (ii) the inability to complete the Merger due to the failure to satisfy conditions of the Merger within the proposed timeframe or at all (including receipt of regulatory approvals); (iii) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the Merger; (iv) the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against the Company and others relating to the Merger Agreement; (v) the risk that the pendency of the Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the Merger; (vi) the effect of the announcement of the proposed Merger on the Company’s relationships with its customers, suppliers, key stakeholders, employees, operating results and business generally; (vii) risks related to the Company’s business or stock price as a result of uncertainty surrounding the Merger; (viii) the amount of the costs, fees, expenses and charges related to the Merger; and (ix) other risks to consummation of the proposed Merger, including the risk that the Merger will not be consummated within the expected time period or at all. Consider these factors carefully in evaluating the forward-looking statements.
All forward-looking statements in this communication are made based on management’s current expectations and assumptions, which are subject to known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed in forward-looking statements. These risks and uncertainties are more fully described in the Company’s latest Annual Report on Form 10-K, including but not limited to “Part I, Item 1A. Risk Factors” and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” therein, and in the Company’s other filings with the SEC. In addition, to the extent any inconsistency or conflict exists between the information included in this communication and the information included in our prior releases, reports or other filings with the SEC, the information contained in this communication updates and supersedes such information. The Company believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and the Company assumes no obligation to update such information in light of new information or future events.
