May 21, 2015

Firm represents GrafTech International Ltd., a leading graphite materials producer, in tender offer transaction. 

On May 18, Willkie client GrafTech International Ltd. announced that it entered into a definitive agreement and plan of merger with an affiliate of Brookfield Asset Management Inc. Under the agreement, Brookfield will commence a tender offer no later than May 26 to acquire up to all of the outstanding shares of GrafTech common stock at a purchase price of $5.05 per share. The price represents a premium of 26% over the average closing price of the Company’s common shares during the 60 trading days ended April 28, 2015.

In announcing the transaction, GrafTech noted that Brookfield, a global alternative asset manager with more than $200 billion in assets under management, has an exceptional track record sponsoring public companies in difficult underlying market conditions, including significant knowledge and experience in steel, mining and metals, and other industrial sectors.

The definitive agreement was unanimously approved by GrafTech’s Board of Directors and follows the letter of intent announced by GrafTech on April 29. Holders of approximately 11% of the outstanding shares of GrafTech common stock, including GrafTech director Nathan Milikowsky, have agreed to support the transaction and tender their shares. The tender offer is intended to provide GrafTech stockholders the option to choose immediate liquidity at a premium or participate in GrafTech as a stockholder following the closing of the tender offer with the benefit of Brookfield sponsorship going forward. Stockholders may choose a combination of cash and continued ownership of GrafTech shares.

GrafTech International offers innovative graphite material solutions in a wide range of industries and end markets, including steel manufacturing, advanced energy applications and latest generation electronics. Headquartered in Independence, Ohio, GrafTech operates 18 principal manufacturing facilities on four continents, selling products in more than 70 countries.

The deal was handled by partners Steven Seidman, Michael Schwartz, Christopher Peters and Jordan Messinger, and associates Danielle Scalzo, Neil Ruben and Caleb Vesey.