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8-K - FORM 8-K RE CASH DIVIDEND DATED 4-16-10 - ICO INC | form8k-cashdividend.htm |
ICO,
INC. DECLARES CASH DIVIDEND
HOUSTON,
TEXAS, April 16, 2010 – ICO, Inc. (Nasdaq GM: ICOC), a global producer of custom
polymer powders and plastic film concentrates, today announced that the
Company’s Board of Directors has declared a cash dividend of $0.05 per common
share, payable April 29, 2010, to shareholders of record as of April 23,
2010.
On
December 2, 2009, the Company announced the execution of a merger agreement with
A. Schulman, Inc. (Nasdaq-GS: SHLM). The transaction is expected to
close on April 30, 2010, subject to approval of ICO’s shareholders at a special
meeting scheduled for April 28, 2010. The merger agreement allows ICO
to issue a quarterly dividend, not to exceed $0.05 per common share, and the
Company has obtained the consent of its lenders to pay this
dividend.
“We are
very pleased that our strong performance enables us to pay the $0.05 per share
dividend this month,” said A. John Knapp, Jr., President and Chief Executive
Officer of ICO, Inc. “According to our preliminary figures for the
fiscal second quarter ended March 31, 2010, our earnings results have exceeded
the financial targets called for under the merger agreement allowing us to pay
the dividend.”
About ICO,
Inc.
With 20
locations in 9 countries, ICO produces custom polymer powders for rotational
molding and other polymer related businesses, such as the textile, metal coating
and masterbatch markets. ICO remains an industry leader in size reduction,
compounding and other tolling services for plastic and non-plastic materials.
ICO's Bayshore Industrial subsidiary produces specialty compounds, concentrates
and additives primarily for the plastic film industry. Additional
information about ICO, Inc. can be found on the Company’s website at www.icopolymers.com. Contact: CFO
– Bradley T. Leuschner at 713-351-4100.
“Safe Harbor” Statement under
the Private Securities Litigation Reform Act of 1995
A number
of the matters discussed in this document that are not historical or current
facts deal with potential future circumstances and developments, in particular,
information regarding expected synergies resulting from the merger of A.
Schulman and ICO, combined operating and financial data, the combined company’s
plans, objectives, expectations and intentions and whether and when the
transactions contemplated by the merger agreement will be
consummated. The discussion of such matters is qualified by the
inherent risks and uncertainties surrounding future expectations generally, and
also may materially differ from actual future experience involving any one or
more of such matters. Such risks and uncertainties
include: the risk that the businesses will not be integrated
successfully; the risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize than
expected; disruption from the transaction making it more
difficult
to
maintain relationships with customers, employees or suppliers; the failure to
obtain governmental approvals of the transaction on the proposed terms and
schedule, and any conditions imposed on the combined company in connection with
consummation of the merger; the failure to obtain approval of the merger by the
shareholders of ICO and the failure to satisfy various other conditions to the
closing of the merger contemplated by the merger agreement; and the risks that
are described from time to time in A. Schulman’s and ICO’s respective reports
filed with the SEC, including A. Schulman’s annual report on Form 10-K for the
year ended August 31, 2009, and quarterly report on Form 10-Q for the quarter
ended February 28, 2010, and ICO’s annual report on Form 10-K for the year ended
September 30, 2009, and quarterly report on Form 10-Q for the quarter ended
December 31, 2009, in each case, as such reports may have been
amended. This document speaks only as of its date, and A. Schulman
and ICO each disclaims any duty to update the information herein.
Additional Information and
Where to Find It
In
connection with the proposed transaction, A. Schulman has filed a Registration
Statement on Form S-4 with the SEC (Reg. No. 333-164085) on December 30, 2009,
containing a preliminary proxy statement/prospectus, and Amendment
Nos. 1, 2 and 3 to the Registration Statement on February 8, 2010, March 11,
2010, and March 22, 2010, respectively. SHAREHOLDERS OF ICO ARE
ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT/ PROSPECTUS THAT IS
PART OF THE REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER. The definitive proxy statement/prospectus has been
mailed to shareholders of ICO. Investors and security holders may obtain the
documents free of charge at the SEC’s web site, www.sec.gov, from A. Schulman,
Inc. at its web site, www.aschulman.com, or from ICO, Inc. at its web site,
www.icopolymers.com, or 1811 Bering Drive, Suite 200, Houston, Texas, 77057,
attention: Corporate Secretary.
Participants in
Solicitation
A.
Schulman and ICO and their respective directors and executive officers, other
members of management and employees and the proposed directors and executive
officers of the combined company, may be deemed to be participants in the
solicitation of proxies in respect of the proposed merger. Information
concerning the proposed directors and executive officers of the combined
company, A. Schulman’s and ICO’s respective directors and executive officers and
other participants in the proxy solicitation, including a description of their
interests, is included in the definitive proxy statement/prospectus filed by A.
Schulman’s (Reg. No. 333-164085) with the SEC on March 29, 2010 and in each
company’s Form 10-K, as amended, for the year ended August 31, 2009 in respect
of A. Schulman and for the year ended September 30, 2009 in respect of
ICO.