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
May 12,
2010
Date of
report (Date of earliest event reported)
Valmont
Industries, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
1-31429
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47-0351813
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
Valmont Plaza
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Omaha,
NE
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68154
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(402)
963-1000
(Registrant’s
Telephone Number, Including Area Code)
(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)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.01 Completion of Acquisition or Disposition of Assets.
On March
10, 2010, Valmont Group Pty Ltd, a wholly-owned subsidiary of Valmont
Industries, Inc. (“Valmont”) commenced a recommended cash offer (the “Offer”) of
185 pence per share for all of the issued and to be issued ordinary share
capital (the “Delta Shares”) of Delta plc (“Delta”), a public limited company
incorporated in Great Britain and listed on the London Stock
Exchange. On April 28, 2010, Valmont announced that all of the
conditions to the Offer have been satisfied or waived, and declared the Offer
wholly unconditional.
On May
12, 2010, Valmont purchased 132,359,092 Delta Shares representing 86.1% of the
existing ordinary share capital of Delta for £244.9 million, or approximately
$376.0 million (based on a fixed exchange rate established pursuant to a forward
fixed exchange rate contract entered into by Valmont).
Valmont
will make additional cash payments to Delta shareholders for the remaining Delta
Shares of approximately £39.6 million, or approximately $60.8 million (based on
a fixed exchange rate established pursuant to a forward fixed exchange rate
contract entered into by Valmont). Valmont is funding the Offer with
the net proceeds from an April 2010 sale of its $300 million 6.625% senior notes
and other funding sources, including Valmont’s existing borrowing
arrangements.
It is
anticipated that the cancellation of the listing of the Delta Shares on the UK
Listing Authority’s Official List and the cancellation of admission to trading
of the Delta Shares on the London Stock Exchange’s main market for listed
securities will take effect on or shortly after 8.00 a.m. (London time) on May
28, 2010. The Offer will remain open for acceptance until further
notice. On May 10, 2010, Valmont announced that it had received valid
acceptances of the Offer representing approximately 90.04% of the existing
issued ordinary share capital of Delta. Accordingly, Valmont intends
to implement the procedures set out in sections 979 to 991 (inclusive) of the
Companies Act 2006 to acquire compulsorily the remaining Delta Shares on the
same terms as the Offer.
The
foregoing description of the Offer is qualified in its entirety by reference to
the full text of the announcements filed as Exhibit 2.01 to a Form 8-K filed by
Valmont on March 10, 2010, as Exhibit 2.01 to a Form 8-K filed by Valmont on
April 28, 2010, as Exhibit 2.01 to a Form 8-K filed by Valmont on April 29, 2010
and Exhibit 2.01 to a Form 8-K filed by Valmont on May 10, 2010, and all such
exhibits are incorporated into this Item 2.01 by reference.
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Item
9.01 Financial Statements and
Exhibits.
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(a) Financial
Statement of Business Acquired.
Valmont
intends to amend this report to file the required financial statements
reflecting the acquisition of Delta no later than 71 calendar days after the
date that this report on Form 8-K must be filed.
(b) Pro
Forma Financial Information.
Valmont
intends to amend this report to file the required financial statements
reflecting the acquisition of Delta no later than 71 calendar days after the
date that this report on Form 8-K must be filed.
(d) Exhibits.
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Exhibit
2.01
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Announcement
dated March 10, 2010 incorporated by reference to Exhibit 2.01 filed with
Valmont’s Current Report on Form 8-K filed on March 10,
2010.
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Exhibit
2.02
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Announcement
dated April 28, 2010 incorporated by reference to Exhibit 2.01 filed with
Valmont’s Current Report on Form 8-K filed on April 28,
2010.
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Exhibit
2.03
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Announcement
dated April 29, 2010 incorporated by reference to Exhibit 2.01 filed with
Valmont’s Current Report on Form 8-K filed on April 29,
2010.
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Exhibit
2.04
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Announcement
dated May 10, 2010 incorporated by reference to Exhibit 2.01 filed with
Valmont’s Current Report on Form 8-K filed on May 10,
2010.
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Forward
Looking Statements
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This
Current Report on Form 8-K contains forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on assumptions that
management has made in light of experience in the industries in which Valmont
operates, as well as management’s perceptions of historical trends, current
conditions, expected future developments and other factors believed to be
appropriate under the circumstances. As you read and consider this
Current Report on Form 8-K, you should understand that these statements are not
guarantees of performance or results. They involve risks,
uncertainties (some of which are beyond Valmont’s control) and
assumptions. Although management believes that these forward-looking
statements are based on reasonable assumptions, you should be aware that many
factors could affect Valmont’s actual financial results and cause them to differ
materially from those anticipated in the forward-looking
statements. These factors include among other things, risk factors
described from time to time in Valmont’s reports to the Securities and Exchange
Commission, as well as future economic and market circumstances, industry
conditions, company performance and financial results, operating efficiencies,
availability and price of raw material, availability and market acceptance of
new products, product pricing, domestic and international competitive
environments, and actions and policy changes of domestic and foreign
governments. Valmont cautions that any forward-looking statement
included in this Current Report on Form 8-K is made as of the date of this
Current Report on Form 8-K and Valmont does not undertake to update any
forward-looking statement.
No
Offer or Solicitation
This
Current Report on Form 8-K is not intended to and does not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy or an invitation
to purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise.
SIGNATURES
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.
Date: May
13, 2010
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By: /s/ Terry J. McClain
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Name: Terry
J. McClain
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Title: Senior
Vice President and
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Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
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Description
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2.01
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Announcement
dated March 10, 2010 incorporated by reference to Exhibit 2.01 filed with
Valmont’s Current Report on Form 8-K filed on March 10,
2010.
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2.02
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Announcement
dated April 28, 2010 incorporated by reference to Exhibit 2.01 filed with
Valmont’s Current Report on Form 8-K filed on April 28,
2010.
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2.03
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Announcement
dated April 29, 2010 incorporated by reference to Exhibit 2.01 filed with
Valmont’s Current Report on Form 8-K filed on April 29,
2010.
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2.04
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Announcement
dated May 10, 2010 incorporated by reference to Exhibit 2.01 filed with
Valmont’s Current Report on Form 8-K filed on May 10,
2010.
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