Armstrong Flooring Announces Expiration And Preliminary Results Of Modified “Dutch Auction” Self-Tender Offer

Company Release - 6/17/2019 7:00 AM ET

LANCASTER, Pa.--(BUSINESS WIRE)-- Armstrong Flooring, Inc. (NYSE:AFI) (“Armstrong Flooring” or the “Company”) announced today the expiration and preliminary results of its modified “Dutch auction” self-tender offer to repurchase up to $50,000,000 in cash of its common stock.

Armstrong Flooring’s modified “Dutch auction” self-tender offer expired at 12:00 a.m., New York City time, at the end of June 14, 2019. Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the depositary for the self-tender offer, 4,991,757 shares of Armstrong Flooring’s common stock, including 215,068 shares of common stock that were tendered through notice of guaranteed delivery, were properly tendered (and not properly withdrawn) at a price at or below the final purchase price of $11.10 per share. In accordance with the terms of the self-tender offer and based on these preliminary results, which indicates that the tender offer was oversubscribed, Armstrong Flooring expects to repurchase 4,504,504 shares of its common stock at the final purchase price of $11.10 per share, for a total cost of approximately $50.0 million, excluding fees and expenses relating to the self-tender offer. The common stock expected to be repurchased in the self-tender offer represent approximately 17.3% of Armstrong Flooring’s issued and outstanding common stock as of June 14, 2019.

The number of shares of common stock expected to be repurchased in the self-tender offer is preliminary and subject to change. Armstrong Flooring will fund the repurchase of common stock in the self-tender offer using a portion of its cash and cash equivalents on hand. Payment for Armstrong Flooring’s common stock accepted for purchase in the self-tender offer will occur promptly after the final number of shares of common stock properly tendered and not properly withdrawn is confirmed by the depositary.

Goldman Sachs & Co. LLC is serving as dealer manager for the self-tender offer. Innisfree M&A Incorporated is serving as information agent for the self-tender offer and American Stock Transfer & Trust Company, LLC is serving as depositary for the self-tender offer. Shareholders who have questions or need information about the self-tender offer may contact Innisfree M&A Incorporated at 1-888-750-5834.


Armstrong Flooring, Inc. is a global leader in the design and manufacture of innovative flooring solutions. Headquartered in Lancaster, Pennsylvania, Armstrong Flooring is North America’s largest producer of resilient flooring products. The company safely and responsibly operates 8 manufacturing facilities globally, working to provide the highest levels of service, quality and innovation to ensure it remains as strong and vital as its 150-year heritage. For additional information, please visit


Disclosures in this release, including without limitation, statements as to the amount, timing and manner of the Company’s self-tender offer, and in our other public documents and comments contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements provide our future expectations or forecasts and can be identified by our use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “outlook,” “target,” “predict,” “may,” “will,” “would,” “could,” “should,” “seek,” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. Forward-looking statements, by their nature, address matters that are uncertain and involve risks because they relate to events and depend on circumstances that may or may not occur in the future. As a result, our actual results may differ materially from our expected results and from those expressed in our forward-looking statements. A more detailed discussion of the risks and uncertainties that could cause our actual results to differ materially from those projected, anticipated or implied is included in our reports filed with the SEC. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update any forward-looking statements beyond what is required under applicable securities law.

Douglas Bingham
SVP, Chief Financial Officer

Steve Trapnell
Corporate Communications Manager

Source: Armstrong Flooring, Inc.

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