Luxfer Holdings to Be Acquired by Wynnchurch Capital for $17.37 Per Share in Cash Deal

Transaction Structure and Payment Terms

On July 26, 2026, Luxfer Holdings PLC entered into a Transaction Agreement with Double Eagle Acquisition Buyer, Inc., a Delaware corporation newly formed and owned by funds managed by Wynnchurch Capital L.P. The buyer will acquire all issued share capital of Luxfer Holdings through a court-sanctioned English law scheme of arrangement under Part 26 of the Companies Act 2006, reflecting Luxfer's status as an England and Wales-registered public limited company despite its NYSE listing.

Shareholders will receive $17.37 in cash per ordinary share with a par value of a30.50. This all-cash consideration offers shareholders fixed value and immediate liquidity, with no stock-based or contingent payments involved.

Board Approval and Shareholder Recommendation

Luxfer's board of directors approved the Transaction Agreement and the acquisition on July 26, 2026, deeming the deal fair and in the best interests of the company and its shareholders. The board determined that proceeding with the acquisition, Scheme of Arrangement, and related transactions under the agreed terms is advisable and fulfills their fiduciary duties.

The company has directed an application to the High Court of Justice in England and Wales for directions related to the Scheme of Arrangement. Subject to the terms of the agreement, the board will recommend that shareholders vote in favor of all resolutions at the required shareholder meetings, committing to support the transaction unless a superior proposal or material change arises.

Regulatory Approvals and Closing Conditions

The transaction's completion depends on customary closing conditions outlined in the Transaction Agreement, including shareholder approval, expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period, and approvals under antitrust and foreign investment laws in relevant jurisdictions. No final court or governmental order may prohibit the transaction.

The Scheme of Arrangement must be sanctioned by the Court, with the order filed with the Registrar of Companies in England and Wales. Both parties' obligations to close are also contingent on no material adverse effect on Luxfer Holdings, accuracy of representations and warranties, and material compliance with contractual obligations. These conditions are standard for transactions of this nature and scale.

Closing Timeline and Termination Rights

The agreement sets February 26, 2027, as the deadline for closing. Either party may terminate if closing does not occur by this date, except where delay results from the terminating party's breach or failure to fulfill obligations. This timeline allows sufficient time for shareholder consideration, approvals, and regulatory reviews across jurisdictions.

Termination rights include mutual consent, final non-appealable prohibitory orders, failure of Court sanction of the Scheme, lack of shareholder approval, and material breaches of representations, warranties, or covenants that remain uncured within specified periods.

Non-Solicitation and Superior Proposal Provisions

Luxfer Holdings agreed not to solicit or facilitate Acquisition Proposals, protecting the buyer's interests. However, a fiduciary out clause permits the company to consider unsolicited superior proposals if the board, after consulting financial and legal advisors, determines such proposals are in shareholders' best interests and did not result from a breach of non-solicitation provisions.

Termination Fees and Deal Protection

Luxfer must pay an $18 million termination fee to the buyer if the company terminates to accept a superior proposal, if the board withdraws its recommendation, or breaches non-solicitation obligations before shareholder approval. The fee also applies if the buyer terminates due to failure to close by the end date under certain conditions.

This termination fee, approximately 1.0% of the transaction value, serves as a standard deal protection mechanism balancing buyer certainty and company flexibility.

Scheme of Arrangement and Court Process

The acquisition will be executed via a court-sanctioned English law scheme of arrangement under Part 26 of the Companies Act 2006, the typical mechanism for public company acquisitions in England and Wales. Luxfer must apply to the High Court of Justice for directions, and the Court must sanction the Scheme with an order filed at the Registrar of Companies.

The process requires approval at both a Scheme Meeting and a general shareholder meeting, ensuring shareholders have ample opportunity to consider and vote on the transaction. Court oversight provides additional shareholder protections beyond typical Delaware corporation acquisitions.

Investor Implications and Transaction Certainty

The transaction is subject to multiple customary conditions, including shareholder and Court approvals, antitrust clearances under Hart-Scott-Rodino, and foreign investment reviews. Delays or failure to obtain these approvals could lead to termination.

The immediate market impact on Luxfer's share price was not disclosed. Investors should monitor company announcements for updates. Shareholders will vote on the transaction at meetings convened as directed by the Court, with the board recommending approval absent superior proposals.

Market Impact and Transaction Significance

This acquisition marks a major development for Luxfer Holdings, resulting in its delisting from the NYSE and transition to private ownership. Headquartered in Riverside, California, Luxfer will move from public to private equity ownership under Wynnchurch Capital. The $17.37 per share cash price offers shareholders a defined exit.

The board's fairness determination was supported by extensive legal, financial, and business analyses with input from advisors. Shareholders will receive detailed transaction materials ahead of voting and are urged to support the acquisition at the shareholder meetings.