Quarterly report pursuant to Section 13 or 15(d)

Note 15 - Subsequent Event

v3.19.1
Note 15 - Subsequent Event
3 Months Ended
Mar. 31, 2019
Notes to Financial Statements  
Subsequent Events [Text Block]
15.
Subsequent Event
 
On
April 9, 2019,
we entered into a definitive merger agreement with Wieland-Werke AG (the “Merger Agreement”), a nearly
200
-year-old, family-owned global technology and service company in the brass and copper industry. Per the Merger Agreement, Wieland will acquire all of the outstanding shares of GBC in an all-cash transaction. GBC shareholders will receive
$44.00
per share in cash. The merger is expected to close in the
second
half of
2019.
For additional details, please refer to the Merger Agreement, which is attached as Exhibit
2.1
to our Current Report on Form
8
-K filed on
April 11, 2019.
 
The obligation of the parties to complete the merger is subject to customary closing conditions, including, among others:
 
the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon (the “Company Stockholder Approval”);
   
(i) the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976,
as amended (the “HSR Act”), (ii) receipt of CFIUS Approval (as defined in the Merger Agreement), and (iii) the passage of
sixty
days after the parties notified the U.S. Department of State’s Directorate of Defense Trade Controls (“DDTC”) of the transactions contemplated by the Merger Agreement and the Company’s registration under the International Traffic and Arms Regulations shall
not
have been revoked or otherwise failed to be renewed in response to such notice given to the DDTC;
   
the absence of any law, order or injunction of a court of competent jurisdiction or governmental entity restraining, enjoining or otherwise prohibiting the consummation of the merger;
   
the accuracy of the representations and warranties contained in the Merger Agreement (generally subject to certain materiality qualifiers);
   
the absence of a Company material adverse effect; and
   
the performance, in all material respects, by the parties of their respective obligations required by the Merger Agreement to be performed prior to the effective time.