W.R. Grace & Co. (GRA) shareholder 40 North says it can be in position to sign definitive agreement within the next two weeks

April 6, 2021 8:17 AM EDT

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W.R. Grace & Co. (NYSE: GRA) shareholder 40 North disclosed:

On April 6, 2021, 40 North Management delivered a letter to the President and Chief Executive Officer of the Issuer, a copy of which is attached hereto as Exhibit 9 and is incorporated by reference herein.

As previously disclosed, on April 1, 2021, 40 North Management delivered a letter to the Board of Directors of the Issuer pursuant to which 40 North Management and its affiliated investment funds offered to acquire the Issuer for a price of $70 per Share in cash (the “Proposed Transaction”).

The Proposed Transaction may result in one or more of the actions specified in clauses (a)−(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, a merger or other extraordinary corporate transaction involving the Issuer, a change to the present board of directors of the Issuer, a change to the present capitalization or dividend policy of the Issuer, the delisting of the Issuer’s securities from the New York Stock Exchange, and a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

There can be no assurance as to the outcome of any discussions related to the Proposed Transaction or that the Proposed Transaction will be consummated. The Proposed Transaction is subject to agreeing to definitive transaction documentation.

April 6, 2021

Hudson La Force

President and Chief Executive Officer

W.R. Grace & Co.

7500 Grace Drive

Columbia, MD 21044

Dear Hudson:

As you know, we have been working diligently with the support of our advisory banks and financing partners, which include J.P. Morgan, BNP Paribas, Citi, Deutsche Bank and Apollo. In connection with our proposal to W.R. Grace & Co. (“Grace”) on April 1, 2021 to acquire Grace for $70 per share in cash (our “Proposal”) and in response to Grace’s letter, dated April 1, 2021, we have submitted a merger agreement mark-up that is consistent with a transaction of this nature, as well as the debt and equity commitment letters for all of the consideration required to fund our Proposal.

We look forward to concluding this process and believe that, with Grace’s cooperation, we can be in a position to sign a definitive agreement within the next two weeks.

Sincerely,

/s/ David J. Millstone /s/ David S. Winter


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