There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023 (Part I, Item 1A) other than as discussed below.
−Removed: Quanex may fail to consummate the Tyman Acquisition or may not consummate the Tyman Acquisition on the terms or timing described herein.
−Removed: It is currently anticipated that the Tyman Acquisition will be consummated in the second half of calendar year 2024.
−Removed: Completion of the Tyman Acquisition is subject to, among other things, the receipt of applicable shareholder approvals by both Tyman shareholders and Quanex stockholders, regulatory approvals and other customary closing conditions for the acquisition of a UK public company.
−Removed: As a result, the possible timing and likelihood of completion are uncertain, and, accordingly, there can be no assurance that the Tyman Acquisition will be completed on the expected terms, on the anticipated schedule, or at all.
−Removed: If the Tyman Acquisition is not consummated, we could be subject to a number of risks that may adversely affect our business and the market price of Quanex common stock, including:
−Removed: • we will be required to pay costs relating to the Tyman Acquisition such as legal, accounting, financial advisory and printing fees, whether or not the Tyman Acquisition is consummated;
−Removed: • time and resources committed by our management to matters relating to the Tyman Acquisition could otherwise have been devoted to pursuing other beneficial opportunities; and
−Removed: • we would not realize the benefits we expect to realize from consummating the Tyman Acquisition.
−Removed: We cannot provide any assurance that the Tyman Acquisition will be consummated or that there will not be a delay in the consummation of the Tyman Acquisition.
−Removed: If the Tyman Acquisition is not consummated, our reputation in our industry and in the investment community could be damaged, and the market price of our common stock could decline.
We may fail to realize the anticipated benefits and operating synergies expected from the Tyman Acquisition, which could adversely affect our business, financial condition and operating results.
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