Edgar Filing: QUAKER CHEMICAL CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

April 5, 2017

Date of report (Date of earliest event reported)

QUAKER CHEMICAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

Commission File Number 001-12019

PENNSYLVANIA				No. 23-0993790
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)

One Quaker Park

901 E. Hector Street

Conshohocken, Pennsylvania 19428

(Address of principal executive offices)

(Zip Code)

(610) 832-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events.

On April 4, 2017, Quaker Chemical Corporation (“Quaker Chemical”) entered into a Share Purchase Agreement with Gulf Houghton Lubricants, Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Helios”), Global Houghton Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Global Houghton”), and certain members of the management of Global Houghton (collectively with Helios, the “Sellers”) and Gulf Houghton Lubricants, Ltd., as agent for the Sellers (the “Sellers’ Representative”).

Quaker Chemical released a press release providing information about the transaction on April 5, 2017. A copy of that document is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Quaker Chemical made available on its website a slide presentation providing information about the transaction on April 5, 2017. A copy of that document is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Quaker Chemical webcast a video by its Chief Executive Officer to its employees providing information about the transaction on April 5, 2017. A copy of the script and the accompanying slides are attached hereto as Exhibit 99.3 and Exhibit 99.4, respectively, and each is incorporated herein by reference.

Quaker Chemical also distributed a frequently asked questions document to its employees providing information about the transaction on April 5, 2017. A copy of that document is attached hereto as Exhibit 99.5 and is incorporated herein by reference.

Quaker Chemical’s Chief Executive Officer sent an e-mail to Quaker Chemical’s employees describing the transaction on April 5, 2017. A copy of that e-mail is attached hereto as Exhibit 99.6 and is incorporated herein by reference.

The information required by Item 1.01, including a copy of the Merger Agreement, will be filed in a separate Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release, dated April 5, 2017.
99.2	Quaker Chemical Slide Presentation, dated April 5, 2017.
99.3	Quaker Chemical’s Chief Executive Officer Script to Video Presentation, dated April 5, 2017.
99.4	Slides accompanying the Quaker Chemical Chief Executive Officer Video Presentation, dated April 5, 2017.
99.5	Quaker Chemical Frequently Asked Questions, dated April 5, 2017.
99.6	Quaker Chemical E-mail to Employees April 5, 2017

Cautionary Statement Regarding Forward Looking Statements

This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in such statements. A major risk is that demand for Quaker Chemical's products and services is largely derived from the demand for its customers' products, which subjects Quaker Chemical to uncertainties related to downturns in a customer's business and unanticipated customer production shutdowns. Other major risks and uncertainties include, but are not limited to, significant increases in raw material costs, customer financial stability, worldwide economic and political conditions, foreign currency fluctuations, significant changes in applicable tax rates and regulations, future terrorist attacks and other acts of violence. Other factors, including those related to the transaction, could also adversely affect us including, but not limited to:

•

the risk that Quaker Chemical shareholders may not approve the issuance of certain consideration for the proposed transaction;

•

the risk that a required regulatory approval will not be obtained or is subject to conditions that are not anticipated or acceptable to us;

•

the potential for regulatory authorities to require divestitures in connection with the proposed transaction, which would result in a smaller than anticipated combined business;

•

the risk that a closing condition to the proposed transaction may not be satisfied in a timely manner;

•

risks associated with the financing of the transaction;

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement;

•

potential adverse effects on Quaker Chemical’s business, properties or operations caused by the implementation of the transaction;

•

Quaker Chemical’s ability to promptly, efficiently and effectively integrate Houghton’s operations into those of Quaker Chemical;

•

risks related to the disruption of each Company’s time from ongoing business operations due to the proposed transaction; and,

•

the outcome of any legal proceedings that may be instituted against the companies following announcement of the merger agreement and transactions contemplated therein.

Therefore, we caution you not to place undue reliance on our forward-looking statements.

For more information regarding these risks and uncertainties as well as certain additional risks that we face, you should refer to the Risk Factors detailed in Item 1A of our 2016 Form 10-K, and in our quarterly and other reports filed from time to time with the Commission. We caution you not to place undue reliance on these forward-looking statements, which are current only as of the date on which we issued this report. We do not intend to, and we disclaim any duty or obligation to, update or revise any forward-looking statements to reflect new information or future events or for any other reason

This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.

Additional Information and Where to Find It

In connection with the proposed transaction, Quaker Chemical will file a proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THIS PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by Quaker Chemical with the Commission at the Commission's web site at http://www.sec.gov. Free copies of the proxy statement, once available, and of Quaker Chemical’s other filings with the Commission may also be obtained from the Company by directing a request to: Victoria K. Gehris, Investor Relations, +1.610.832.4246.

Quaker Chemical and its directors, executive officers and other members of its management may solicit proxies from its shareholders in favor of the transaction. Information concerning such persons who may be considered participants in the solicitation of Quaker Chemical’s shareholders under the rules of the Commission will be set forth in the definitive proxy statement to be filed by Quaker with the Commission in connection with the transaction.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	QUAKER CHEMICAL CORPORATION

Date: April 5, 2017	By:	/s/ Robert T. Traub
		Robert T. Traub
		Vice President, General Counsel
		and Corporate Secretary

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press Release, dated April 5, 2017.
99.2		Quaker Chemical Slide Presentation, dated April 5, 2017.
99.3		Quaker Chemical’s Chief Executive Officer Script to Video Presentation, dated April 5, 2017.
99.4		Slides accompanying the Quaker Chemical Chief Executive Officer Video Presentation, dated April 5, 2017.
99.5		Quaker Chemical Frequently Asked Questions, dated April 5, 2017.
99.6		Quaker Chemical E-mail to Employees April 5, 2017