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Blount: Form, Schedule Or Registration Statement No Filing Party: Date Filed:

The following excerpt is from the company's SEC filing.

As previously disclosed, on December 9, 2015, Blount International, Inc., a Delaware corporation (the “


”), entered into an Agreement and Plan of Merger (the “

Merger Agreement

”) with ASP Blade Intermediate Holdings, Inc., a Delaware corporation (“


”), and ASP Blade Merger Sub, Inc., a newly formed Delaware corporation and wholly owned subsidiary of Parent (“

”), providing for the merger of Merger Sub with and into the Company (the “

”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

Parent and Merger Su b are beneficially owned by affiliates of American Securities LLC.

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger (other than certain excluded shares) will be converted into the right to receive $10.00 in cash, without interest.

This communication is being furnished to disclose certain information (the “

Selected Information

”) that the Company intends to make available to prospective debt financing sources that are expected to finance a portion of the consideration payable by Parent to the Company’s stockholders in connection with the transactions contemplated by the Merger Agreement. Completion of the Merger remains subject to approval by the Company’s stockholders, receipt of certain regulatory approvals and other customary closing conditions. There can be no assurance that the Merger will be completed, and the contemplated financing will not occur if the Merger is not completed.

The Selected Information, which is contained in Annex A to this communication, constitutes only a portion of the materials being made available to prospective lenders and is summary information that is intended to be considered in the context of the Company’s filings with the Securities and Exchange Commission (“

”) and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company disclaims any intention or obligation to update or revise any such information as a result of developments occurring after the date of this communication, except as required by law.

The Selected Information includes the presentation and discussion of certain financial information that differs from that which is reported by the Company in accordance with accounting principles generally accepted in the United States (“

”). The non-GAAP financial measures as set forth in the Selected Information may differ from similarly titled measures presented by other companies. The Company has provided reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures. Readers are encouraged to review the related GAAP financial measures and such reconciliations, and readers should consider non-GAAP financial measures only as supplements to, not as substitutes for or as superior measures to, measures of financial performance prepared in accordance with GAAP.

Cautionary Statement Regarding Forward-Looking Statements

“Forward-looking statements” in this communication, including without limitation statements regarding the proposed transaction, the expected timetable for completing the proposed transaction, the Company’s “outlook,” “expectations,” “beliefs,” “plans,” “indications,” “estimates,” “anticipations,” “guidance” and their variants, as defined by the Private Securities Litigation Reform Act of 1995, are based upon available information and upon assumptions that the Company believes are reasonable; however, these forward-looking statements involve certain risks and should not be considered indicative of actual results that the Company may achieve in the future. There are a number of factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, in particular, among other things, the ability to consummate the proposed transaction in the time frame expected by the parties or at all; any conditions imposed on the parties in connection with the consummation of the proposed transactions; the ability to obtain requisite regulatory approvals on the proposed terms and schedule; the ability to obtain approval of the proposed transaction by the Company’s stockholders and the satisfaction of the other conditions to the consummation of the proposed transaction; the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers and customers; the ability of third parties to fulfill their obligations relating to the proposed transaction, including providing financing under current financial market conditions; and the other factors and...