2022-07-22 | NYSE:AP | Press release

Ampco-Pittsburgh Corporation (NYSE: AP) (“Ampco-Pittsburgh” or the “” Company) today announced the final results of its previously announced offer to exercise (the “” Exercise Offer) 0.4464 common share of the Company’ , par value of $1.00 per share (“Common Shares””) at an exercise price of $1.7856 per Series A Warrant (or $4.00 per common share whole). The exercise offer expired at 11:59 p.m. EST on July 15, 2022.

According to the final count made by Broadridge Corporate Issuer Solutions, Inc., the depositary agent for the exercise offer, 108,375 Series A warrants were validly deposited and not validly withdrawn. Ampco-Pittsburgh raised $193,496 in gross proceeds from the cash exercise of these Series A Warrants before deducting information agent fees and other offering costs.

Series A warrants that have not been tendered and exercised remain in effect at the original exercise price of $5.75 per common share and $2.5668 per Series A warrant, respectively.

The Exercise Offer was made pursuant to the Tender Offer Statement on Schedule TO originally filed by Ampco-Pittsburgh, on May 31, 2022 (the “Original Schedule TO”) and amended on June 29 2022, July 18, 2022 and July 22, 2022 (the “Schedule TO””). The complete terms of the exercise offer have been set forth in Schedule TO and related exhibits filed with the Securities and Exchange Commission (the “SEC””). Copies of Schedule TO, the prospectus and other related documents are available on the SEC’s website at www.sec.gov. This press release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities.

About Ampco-Pittsburgh Corporation

Ampco-Pittsburgh Corporation manufactures and sells high-tech, high-performance specialty metal products and custom equipment used by industry worldwide. Through its operating subsidiary, Union Electric Steel Corporation, it is a leading producer of forged and cast rollers for the global steel and aluminum industries. It also manufactures open-die forged products that are sold primarily to customers in the steel distribution market, the oil and gas industry, and the aluminum and plastic extrusion industries. The Company is also a producer of air and liquid handling equipment, primarily custom designed finned tube heat exchanger coils, large custom air handling systems and centrifugal pumps. . It operates manufacturing facilities in the United States, England, Sweden and Slovenia and participates in three operating joint ventures located in China. It has sales offices in North America, Asia, Europe and the Middle East. Headquarters are located in Carnegie, Pennsylvania.

Forward-looking statements

The Private Securities Litigation Reform Act of 1995 (the “CloseCurlyDoubleQuote Act”) provides a safe harbor for forward-looking statements made by us or on behalf of the Company. This press release may include, but is not limited to, statements about the Company’s ability to complete the Offer; operating performance, trends and events the Company expects or anticipates in the future, statements about sales and production levels, restructurings, the impact of global pandemics (including COVID-19), the profitability and expected expenditures, inflation, global supply chain, future proceeds from the exercise of outstanding warrants and cash outflows. All statements contained herein other than statements of historical fact are statements that are, or could be, considered “forward-looking statements” within the meaning of the Act and words such as “may,” “will,” intention,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “forecast” and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward-looking statements. Forward-looking statements speak only as of the date such statements are made, are not guarantees of future performance or expectations, and involve risks and uncertainties. For the Company, these risks and uncertainties include, but are not limited to, cyclical product demand and economic downturns; global excess capacity in the steel industry; fluctuations in the value of the US dollar against other currencies; increases in commodity prices, reductions in electricity and natural gas supplies or shortages of key production materials; limits on the availability of capital to fund our operations and our strategic plan; the inability to maintain adequate liquidity to meet our operating cash flow needs, repay maturing debt and meet other financial obligations; the inability to obtain the necessary capital or financing on satisfactory terms to acquire the capital expenditures that may be necessary to support our growth strategy;the inoperability of certain equipment on which we rely; the liability of our subsidiaries for claims alleging personal injury resulting from exposure to asbestos-containing components historically used in certain products of our subsidiaries; changes in the existing regulatory environment; the inability to successfully restructure our operations; consequences of global pandemics (including COVID-19); work stoppage or other industrial action by one of our unions; failure to meet the continuous listing requirements of the New York Stock Exchange or the NYSE American Exchange; potential attacks on information technology infrastructure and other cybersecurity-related business disruptions; failure to maintain an effective system of internal controls; disruptions caused by hostilities, including disruptions caused by hostilities in Ukraine; and those discussed in more detail elsewhere in this report and in the documents filed with the Securities and Exchange Commission by the Company, in particular in point 1A, Risk factors, in Part I of the company’s most recent Annual Report on Form 10-K, and in Part II of its most recent Quarterly Report on Form 10-Q. The Company cannot guarantee any future results, level of activity, performance or achievement. In addition, there may be future events that the Company may not be able to accurately predict or control, which could cause actual results to differ materially from the expectations expressed or implied by the forward-looking statements. . Except as required by applicable law, the Company undertakes no obligation, and disclaims any obligation, to update forward-looking statements, whether as a result of new information, events or otherwise.

Luisa D. Fuller