UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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GLOBAL BRASS AND COPPER HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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A.J. Oster, LLC
301 Metro Center Blvd. • Suite 204 • Warwick, RI 02886 • (401) 736-2600
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4/10/19
Global Brass and Copper announced today that it has agreed to be acquired by Wieland
Group, headquartered in Ulm, Germany, via a merger, pending certain customary closing conditions. This combination provides exceptional value to customers as it is joining complementary manufacturing capabilities, distribution networks and product
offerings, enabling the combined company to serve more customers in more geographies with the highest quality and a premier range of copper and copper alloy products.
We are excited about this transaction and believe it will allow us to more
effectively serve our customers well into the future. The combination of two complementary industry leaders with solid financial performance allows the opportunity for continued reinvestment and long-term strategic focus on the industry. Combining
Wieland’s rich product development and R&D expertise with GBC’s process and product technology efforts and commercial exceptionalism focus will accelerate the creation of innovative new products to meet your changing needs. This combination
also establishes a more efficient operating footprint and supply chain which will create unique service capabilities for our customers. Together, we look forward to creating an enhanced customer experience via exceptional product quality, product
and service development, product breadth and innovation, on-time delivery, dependability and responsiveness.
As a customer of A.J. Oster, our focus on providing you differentiated service,
quality red metals, aluminum and stainless steel products will remain our highest priority. As stated in the press release today, this transaction is expected to close in the second half of this year. In the meantime, A.J. Oster will remain
entirely separate from Wieland and continue to operate in a business as usual manner. We expect you will experience a seamless transition after the transaction closes.
We greatly value the relationship we have with your organization and thank you for
the ongoing opportunity to support your needs.
Please do not hesitate to reach out to us with any questions you may have
regarding this transaction. Sincerely,
Greg Keown
President, A.J. Oster
Rhode Island • Georgia • New Jersey • Illinois • Ohio • California • Texas • Puerto Rico • Mexico
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A.J. Oster, LLC
301 Metro Center Blvd. • Suite 204 • Warwick, RI 02886 • (401) 736-2600
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Additional Information and Where to Find It
This
communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Wieland. In connection with the proposed transaction, the Company intends to file with the Securities and Exchange Commission (SEC)
and furnish to its stockholders a proxy statement and other relevant documents which will be mailed or otherwise disseminated to its stockholders when it becomes available. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE ADVISED
TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Investors may obtain a free copy of the proxy statement (when it becomes
available) and other relevant documents filed by the Company with the SEC at the SEC’s Web site at http://www.sec.gov. The proxy statement and such other documents once filed by the Company with the SEC may also be obtained
for free from the Investor Relations section of the Company’s web site (https://ir.gbcholdings.com/) or by directing a request to: Global Brass and Copper Holdings, Inc., 475 N. Martingale Road, Suite 1200, Schaumburg, IL 60173,
Attention: Investor Relations.
Participants in Solicitation
The Company and its officers and directors may be deemed to be participants in
the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction. Information about the Company’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the
SEC on February 28, 2019, and the proxy statements for its 2019 annual meeting of stockholders, which was filed with the SEC on March 29, 2019. Investors may obtain more detailed information regarding the direct and indirect interests of the
Company and its executive officers and directors in the acquisition by reading the preliminary and definitive proxy statement regarding the proposed transaction when it is filed with the SEC. When available, you may obtain free copies of these
documents as described in the preceding paragraph.
Forward-Looking Statements
Certain statements contained in this document constitute forward-looking
statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same.
When used in this document, the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions are intended to identify forward-looking statements. Statements regarding whether and when the
proposed transaction will be consummated and the anticipated benefits thereof, among others, may be forward-looking. This document contains forward-looking statements that involve risks and uncertainties concerning Wieland’s proposed acquisition of
the Company, the Company’s expected financial performance, as well as the Company’s strategic and operational plans. Actual events or results may differ materially from those described in this document due to a number of risks and uncertainties.
The potential risks and uncertainties include, among others, the possibility that the Company may be unable to obtain required stockholder approval or that other conditions to closing the proposed transaction may not be satisfied, such that the
proposed transaction will not close or that the closing may be delayed; general economic conditions; the proposed transaction may involve unexpected costs, liabilities or delays; risks that the transaction disrupts current plans and operations of
the Company; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement. For more details on these and other
potential risks and uncertainties, please refer to the proxy statement when filed and the documents that the Company files with the SEC on Forms 10-K, 10-Q and 8-K. All forward-looking statements speak only as of the date of this document or, in
the case of any document incorporated by reference, the date of that document. The Company is under no duty to update any of the forward-looking statements after the date of this document to conform to actual results, except as required by
applicable law.
Rhode Island • Georgia
• New Jersey • Illinois • Ohio • California • Texas • Puerto Rico • Mexico