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Form 8-K SHILOH INDUSTRIES INC For: Mar 01

March 7, 2018 1:52 PM


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________ 
FORM 8-K
______________________________________________________  
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): March 1, 2018
Shiloh Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
        
Delaware
 
0-21964
 
51-0347683
 
 
 
 
 
 
 
 
 
 
(State of Other
 
(Commission File No.)
 
(I.R.S. Employer
Jurisdiction
 
 
 
Identification No.)
of Incorporation)
 
 
 
 
880 Steel Drive, Valley City, Ohio 44280
(Address of Principal Executive Offices) (Zip Code)
 
Registrant's telephone number, including area code:
(330) 558-2600
 
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))        
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate    by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 2.01. Completion of Acquisition or Disposition of Assets.

Sale and Purchase Agreement

On March 1, 2018, Shiloh Industries, Inc. (the "Company"), through a wholly-owned subsidiary, Shiloh Holdings Netherlands B.V., consummated the transactions previously disclosed on February 7, 2018 (the "Transactions"), whereby the Company entered into two Sale and Purchase Agreements, dated February 1, 2018, with Brabant Alucast Services B.V., a limited liability company organized under the laws of The Netherlands ("Brabant B.V."), to acquire all of the issued and outstanding capital of each of Brabant Alucast Italy Site Verres S.r.l., a limited liability company organized under the laws of Italy and Brabant Alucast The Netherlands Site Oss B.V., a limited liability company organized under the laws of the Netherlands, further expanding the Company’s global footprint in aluminum and magnesium casting capabilities, as well as providing for necessary growth-capacity, in Europe. The purchase price for the sale was approximately EUR 53,428,000, which includes the amount due for payment of certain debt of Brabant B.V.

Item 7.01. Regulation FD Disclosure.

Today, the Company announced that it completed the Transactions, which press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statement of Business Acquired

Any financial statements required by Item 9.01(a) of Form 8-K, with respect to the acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

Any pro forma financial information required by Item 9.01(b) of Form 8-K, with respect to the acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits


No.        Description    
                     
99.1Company press release dated March 7, 2018








SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
SHILOH INDUSTRIES, INC.
Date:
March 7, 2018
By:
/s/ W. Jay Potter
Name: W. Jay Potter
Title: Senior Vice President and Chief Financial Officer





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SHILOH INDUSTRIES EXPANDS POSITION IN GLOBAL MAGNESIUM CROSS CAR BEAM PRODUCTS WITH COMPLETION OF RECENT ACQUISITION
VALLEY CITY, OHIO, USA, March 7, 2018 (GLOBE NEWSWIRE) - Shiloh Industries, Inc. (NASDAQ: SHLO), a leading global supplier of lightweighting, noise and vibration solutions, is now one of the leading global manufacturers of magnesium cross car beams with the completion of its Brabant Alucast Italy [site Verrés] and Brabant Alucast Netherlands [site Oss] acquisition.
The Company will double production capacity for magnesium castings with this addition and become one of the leading global manufacturers of magnesium cross car beams as well as one of the largest automotive magnesium suppliers worldwide.
“The acquisition is significant both strategically and operationally redefining our position in the industry by expanding our technology portfolio and enhancing our manufacturing capabilities”, said David Jaeger, senior vice president and managing director, CastLight®. “The new operations also bring aluminum casting capabilities, closing a gap in Shiloh’s European production needs.”
The Company has the ability to produce high-integrity, structural aluminum body, chassis and propulsion products across the three continents. Shiloh’s leading technologies continue to advance lightweighting globally, utilizing products with multi-material capabilities such as front-end carriers, cross car beams, suspension cradles and shock towers.
“Our growth in Europe is a result of the increasing demand for our innovative technologies and lightweighting solutions in both automotive and commercial vehicle applications,” said Ramzi Hermiz, president and chief executive officer. “We remain committed to providing world-class service and meeting the performance and safety needs of our customers in the region and around the world,” Hermiz continued. “Shiloh’s unique multi-material capabilities in aluminum, magnesium and steel allow maximum weight savings without compromising safety, strength, performance or the environment”.
Shiloh’s global footprint now includes 33 manufacturing facilities and technical centers spanning three continents with over 4,200 employees.
Investor Contact:
For inquiries, please contact Thomas Dugan, Vice President Finance and Treasurer at: 1-330-558-2600 or at [email protected].
About Shiloh Industries:
Shiloh Industries, Inc. (NASDAQ: SHLO) is a global innovative solutions provider focusing on lightweighting technologies that provide environmental and safety benefits to the mobility market.  The Company designs and manufactures products within body structure, chassis and propulsion systems, leveraging one of the broadest portfolios in the industry. Shiloh’s multi-component, multi-material solutions are comprised of a variety of alloys in aluminum, magnesium and steel grades, along with its proprietary line of noise and vibration reducing ShilohCore acoustic laminate products.  The strategic BlankLight®, CastLight® and StampLight® brands combine to maximize lightweighting solutions without compromising safety or performance. The Company has over 4,200 dedicated employees with operations, sales and technical centers throughout Asia, Europe and North America.




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