Myers Industries Inc. today announced it has reached an agreement to be acquired by GS Capital Partners (GSCP) in a transaction valued at about $1.07 billion including the assumption or repayment of approximately $276.0 million of debt.
Myers Industries, an Akron, Ohio-based manufacturer of polymer products for industrial, agricultural, automotive, commercial, and consumer markets, own Patch Rubber, a facility in the industrial park in Weldon with 200 employees. The firm also claims to be the largest wholesale distributor of tools, equipment, and supplies for the tire, wheel, and undervehicle service industry in the United States.
Myers officials did not say on Tuesday, when the announcement was made, if the sale would have any effect on the Weldon facility.
Under the terms of the agreement, GSCP will acquire all of the outstanding shares of Myers Industries’ common stock. Shareholders will receive $22.50 per share in cash for each share of common stock they hold.
The stock closed Monday at $21.51 per share, but had jumped to $22.44 by late afternoon Tuesday after announcement of the sale was made public.
The sale is still subject to approval of Myers Industries’ shareholders, regulatory approvals, and the other customary conditions of closing. There is no financing condition to complete the transaction.
The Board of Directors of Myers Industries, unanimously approved the transaction after consulting with a committee it had set up to study the proposal. That committee unanimously recommend approval, and now the board of directors is urging shareholders to do the same.
John C. Orr, president and chief executive officer, said, "After thorough analysis, the special committee and the board have endorsed this transaction as being in the best interests of our shareholders. We have undertaken many successful initiatives over the last two years to transform and grow, with the goal of creating more value for all of our stakeholders. After careful review of our strategic business segments and the best avenues for growth, we are excited about this opportunity with GS Capital Partners."
Under the agreement, Myers Industries may solicit competing proposals from third parties over the next 45 days. The company may, at any time, subject to the terms of the agreement with GSCP, respond to unsolicited proposals. To the extent that a proposal solicited leads to the execution of a definitive agreement for an alternative transaction, the company would be required to pay a $25 million termination fee to GSCP.
In accordance with the agreement, Myers Industries’ board of directors, through its special committee and with the assistance of outside
advisors, intends to solicit competing proposals during the 45-day period. The Company advises that there can be no assurance that the solicitation of proposals will result in an alternative transaction. Certain members of the Myers family and their affiliates have agreed to vote their shares, which represent in the aggregate approximately 19 percent of the outstanding shares of common stock of Myers Industries, in favor of the transaction with GSCP.
Myers Industries will hold a special meeting of shareholders to consider and vote on the proposed merger agreement.
KeyBanc Capital Markets is acting as financial advisor to Myers Industries and delivered a fairness opinion to the special committee of the board. William Blair & Company delivered a fairness opinion to the special committee of the board. Benesch Friedlander Coplan & Aronoff LLP is acting as legal advisor to Myers Industries.
Goldman, Sachs & Co. is acting as financial advisor to the acquirer and Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal advisor to the acquirer.

Myers Industries had record net sales from continuing operations of
$780.0 million in 2006.
Goldman, Sachs & Co., founded in 1869, is one of the oldest and largest investment banking firms. Goldman Sachs is also a global leader in private corporate equity and mezzanine investing.
Established in 1992, the GS Capital Partners Funds are part of the firm’s principal investment area in the merchant banking division. Goldman Sachs’ principal investment area has formed
13 investment vehicles aggregating $56 billion of capital raised. GS Capital Partners VI is the current primary investment vehicle for Goldman Sachs to make large, privately negotiated equity investments.
In connection with the proposed sale, Myers Industries will file a proxy statement with the Securities and Exchange Commission, which will include the merger agreement and the date and time for the special meeting of shareholders.