Luxfer Holdings Agrees to $17.37 Per Share Cash Acquisition by Wynnchurch Capital

Transaction Structure and Consideration Details

Luxfer Holdings PLC entered into a Transaction Agreement with Double Eagle Acquisition Buyer, Inc., a Delaware corporation and newly formed holding company owned by funds managed by Wynnchurch Capital L.P., on July 26, 2026. Under the terms of the Transaction Agreement, Buyer will acquire all of the issued share capital of Luxfer Holdings through a court-sanctioned English law scheme of arrangement under Part 26 of the Companies Act 2006. This acquisition structure reflects Luxfer's status as an England and Wales-registered public limited company, even though it trades on the New York Stock Exchange.

All outstanding ordinary shares of Luxfer Holdings with a par value of £0.50 per share will be transferred to Buyer at the effective time of the transaction. In exchange, shareholders will receive $17.37 per ordinary share in cash. This all-cash consideration provides shareholders with a fixed value and immediate liquidity for their positions, eliminating any stock-based or contingent payment components from the transaction structure.

Board Approval and Shareholder Recommendation

The board of directors of Luxfer Holdings approved the Transaction Agreement and the contemplated transaction on July 26, 2026, declaring the transaction fair to and in the best interests of the company and its shareholders as a whole. The board determined that entering into the Transaction Agreement and consummating the acquisition, the Scheme of Arrangement, and related transactions on the specified terms and conditions is advisable and in the best interests of company shareholders. This formal board determination fulfills the directors' fiduciary duty assessment of the transaction.

Following board approval, the company directed that an application be made to the High Court of Justice in England and Wales to seek directions relating to the Scheme of Arrangement. The board resolved that it will, subject to the transaction agreement's terms and conditions, recommend that company shareholders vote in favor of all resolutions comprising the company shareholder approval at duly held meetings of shareholders. This recommendation commits the board to supporting the transaction through the shareholder approval process absent a superior proposal or material change in circumstances.

Regulatory and Closing Conditions

Consummation of the transaction is subject to satisfaction or waiver of customary closing conditions specified in the Transaction Agreement. These conditions include obtaining company shareholder approval through the required shareholder meetings, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and approvals and clearances under the antitrust laws and foreign investment laws of certain other jurisdictions. The transaction also requires that no court or governmental authority of competent jurisdiction has issued a final and non-appealable order or taken other action permanently prohibiting the consummation of the transaction.

Additionally, the Scheme of Arrangement must be sanctioned by the Court, with the Court order delivered to the Registrar of Companies in England and Wales. The obligation of each party to consummate the transaction is further subject to the absence of a material adverse effect with respect to Luxfer Holdings, the accuracy of the other party's representations and warranties subject to materiality standards in the Transaction Agreement, and compliance in all material respects with each party's obligations under the agreement. These conditions are customary for transactions of this size and nature.

Timeline and Termination Provisions

The Transaction Agreement establishes February 26, 2027, as the end date for closing the transaction. Either party may terminate the agreement if closing does not occur by this date, unless the delay is caused by the terminating party's breach or failure to satisfy its obligations. This nearly seven-month timeline provides reasonable opportunity for shareholders to consider the transaction, obtain required approvals, and complete regulatory reviews under applicable antitrust and foreign investment laws across relevant jurisdictions.

The Transaction Agreement contains customary termination rights for both parties, including termination by mutual written consent, termination if a court or governmental authority issues a final non-appealable order prohibiting the transaction, and termination if the Court declines to sanction the Scheme of Arrangement. Termination is also permitted if the company shareholder approval is not obtained following the Scheme Meeting and the company general meeting. Either party may terminate if the other party materially or intentionally breaches its representations, warranties, or covenants in a manner that would prevent closing conditions from being satisfied and fails to cure such breach within the specified time period.

Non-Solicitation and Superior Proposal Rights

Luxfer Holdings has agreed not to solicit, initiate, knowingly induce, knowingly facilitate, or knowingly encourage any inquiries, proposals, or offers constituting or related to an Acquisition Proposal, or take certain other restricted actions in connection therewith. This standard non-solicitation clause protects the buyer's interests in completing its agreed acquisition. However, the Transaction Agreement contains a customary fiduciary out provision that allows the company to take certain actions regarding unsolicited superior proposals.

Prior to obtaining company shareholder approval, if Luxfer receives a bona fide, written Acquisition Proposal that did not result from a material breach of the non-solicitation provisions and that the company board determines in good faith constitutes or could reasonably be expected to lead to a Superior Proposal, the company may participate in discussions and negotiations and furnish information with respect to such proposal. This determination requires consultation with the company's financial advisor and outside legal counsel, and the board must determine that failure to take such actions would be inconsistent with its fiduciary duties. This provision preserves the board's ability to consider genuinely superior alternatives while protecting deal certainty for the buyer.

Termination Fees and Deal Protection Mechanisms

The company will be required to pay Buyer a termination payment of $18,000,000 under specified circumstances. These circumstances include termination by the company to accept a Superior Proposal or termination by Buyer if the company board changes, withholds, or withdraws its recommendation to shareholders or if the company materially or intentionally breaches its non-solicitation obligations, in each case prior to receipt of company shareholder approval. The company must also pay this termination payment if Buyer terminates the agreement due to failure of the closing date to occur by the End Date when Buyer could have terminated based on other grounds.

Additionally, the company must pay the $18,000,000 termination payment if either party terminates the agreement due to failure of closing to occur by February 26, 2027, or failure to obtain company shareholder approval following completion of the Scheme Meeting and company general meeting, provided that an Acquisition Proposal is made directly to company shareholders or is otherwise publicly disclosed following execution of the Transaction Agreement. This termination fee structure at approximately 1.0 percent of the transaction value represents a standard deal protection mechanism, balancing the buyer's need for certainty against the company's flexibility in responding to superior proposals.

Scheme of Arrangement and Court Approval Process

The transaction will be effected through a court-sanctioned English law scheme of arrangement under Part 26 of the Companies Act 2006, which is the standard statutory mechanism used in England and Wales for facilitating acquisitions of public companies. Under this structure, Luxfer must apply to the High Court of Justice in England and Wales for directions relating to the Scheme of Arrangement. The court must sanction the Scheme of Arrangement, and a court order must be delivered to the Registrar of Companies in England and Wales for the transaction to become effective.

The scheme of arrangement process requires approval by both a Scheme Meeting of shareholders and a company general meeting, each to be held as the Court may direct. Shareholder approval at these meetings constitutes the "Company Shareholder Approval" referenced in the Transaction Agreement. This dual-meeting requirement reflects English law procedural requirements for schemes of arrangement, ensuring that shareholders have adequate opportunity to consider and vote on the transaction. The Court's involvement in directing the meetings and approving the Scheme of Arrangement provides additional oversight and protection for shareholders beyond what occurs in typical Delaware corporation acquisitions.

Investor Considerations and Transaction Certainty

Investors should note that the transaction is subject to multiple customary conditions that must be satisfied before closing can occur. Beyond shareholder approval and Court sanctioning of the Scheme of Arrangement, the transaction requires clearance under Hart-Scott-Rodino antitrust procedures and approvals under antitrust laws and foreign investment laws of certain other jurisdictions. As an international transaction involving a United Kingdom-registered company and a United States buyer, multiple regulatory jurisdictions may require review and clearance. Delay or failure to obtain these approvals could result in termination of the transaction.

The immediate share price impact was not clear from available public information contained in this disclosure. Investors should monitor company announcements for information regarding trading activity and market reaction to the transaction announcement. The company has committed to seeking shareholder approval and Court sanctioning of the Scheme of Arrangement in accordance with the Transaction Agreement. Shareholders will have the opportunity to vote on the transaction at shareholder meetings that will be convened as the Court directs, and the board recommends voting in favor of the transaction absent receipt of a superior proposal.

Market Context and Transaction Significance

The transaction represents a significant corporate event for Luxfer Holdings, resulting in delisting from the New York Stock Exchange following completion and elimination of public company status. Luxfer Holdings PLC is headquartered in Riverside, California, and this transaction will transfer the company from public to private ownership. The acquisition by Wynnchurch Capital, a private equity firm, suggests a transition to private equity ownership and management. The $17.37 per share cash consideration provides investors with a defined exit price for their holdings.

The filing indicates that extensive legal, financial, and business analysis supported the board's determination that the transaction is fair and in the best interests of the company and its shareholders. The company engaged financial and legal advisors in evaluating the transaction and making its recommendation to shareholders. Shareholders will have access to additional information regarding the transaction through materials to be provided in connection with the shareholder meetings, and the board recommends that shareholders vote in favor of the transaction at those meetings.